Building: __________

Shares: __________

LONDON TERRACE TOWERS OWNERS, INC.

Lessor,

TO

Lessee.

PROPRIETARY LEASE
(AND HOUSE RULES)

PROPRIETARY LEASE

PROPRIETARY LEASE, made as of __________, 1988, by and between London Terrace Towers Owners, Inc., a New York corporation, having an office c/o Kreisel Company, Inc., 331 Madison Avenue, New York, New York, hereinafter called the Lessor, and __________, hereinafter called the Lessee.

WHEREAS, the Lessor is the owner, pursuant to an Offering Plan to convert to cooperative ownership (the "Offering Plan"), of the Residential Unit (hereinafter referred to as the "Residential Unit") in the buildings (collectively, the "Buildings") known as London Terrace Towers Condominium (the "Condominium") and by the street addresses 405 West 23rd Street, 410 West 24th Street, 465 West 23rd Street and 470 West 24th Street in the Borough of Manhattan, New York City, established by a declaration, pursuant to Article 9-B of the Real Property Law of the State of New York (the "Condominium Act") dated March 31, 1987 and recorded on August 6, 1987 in the office of the City Register of the County of New York in Reel 1270, page 2500 (hereinafter referred to as the "Condominium Declaration") which submitted the Buildings and the land on which they are erected (hereinafter referred to as the "Property") to condominium ownership; and

WHEREAS, the Lessee is the owner of __________ shares of the Lessor, to which this lease is appurtenant and which has been allocated to the apartment designated below;

Demised Premises
Term

NOW, THEREFORE, in consideration of the premises, the Lessor hereby leases to the Lessee, and the Lessee hires from the Lessor, subject to the terms and conditions hereof, Apartment __________ in the Building at __________ West __________ Street in the Residential Unit (hereinafter referred to as the "Apartment") for a term from __________ __________, 1988, until December 31, 2031 (unless sooner terminated as hereinafter provided or extended by vote of the shareholders of the Lessor). As used herein the Apartment means the rooms in the Residential Unit as partitioned on the date of the execution of this lease designated by the above-stated apartment number, together with their appurtenances and fixtures and any closets, terraces, balconies, roof, or portion thereof outside of said partitioned rooms, which are allocated exclusively to the occupant of the Apartment.

Rent (Maintenance) How Fixed

1. (a) The rent (sometimes called maintenance) payable by the Lessee for each year, or portion of a year, during the term shall equal that proportion of the Lessor's cash requirements for such year, or portion of a year, which the number of shares of Lessor allocated to the Apartment bears to the total number of shares of Lessor issued and outstanding on the date of the determination of such cash requirements. Such maintenance shall be payable in equal monthly installments in advance on the first day of each month, unless the Board of Directors of the Lessor (hereinafter called "Directors") at the time of its determination of the cash requirements shall otherwise direct. The Lessee shall also pay such additional rent as may be provided for herein when due.

Accompanying Shares to be Specified in Proprietary Leases

(b) In every proprietary lease heretofore executed by the Lessor there has been specified, and in every proprietary lease hereafter executed by it there will be specified, the number of shares of the Lessor issued to a lessee simultaneously therewith.

Cash Requirements Defined

(c) "Cash requirements" whenever used herein shall mean the estimated amount in cash which the Directors shall from time to time in their judgment determine to be necessary or proper for (1) the operation, maintenance, care, alteration and improvement of the corporate property during the year or portion of the year for which such determination is made; (2) the creation of such reserve for capital requirements or contingencies as they may deem proper; and (3) the payment of any obligations, liabilities or expenses incurred or to be incurred, after giving consideration to (i) income expected to be received during such period (other than rent from proprietary leases), and (ii) cash on hand which the Directors in their discretion may choose to apply. The Directors may from time to time modify their prior determination and increase or diminish the amount previously determined as cash requirements of the Lessor for a year or portion thereof. No determination of cash requirements shall have any retroactive effect on the amount of the rent payable by the Lessee for any period prior to the date of such determination. All determinations of cash requirements shall be conclusive as to all lessees.

So long as the Unsold Shares, as defined in Paragraph 38 of this lease, constitute 25% or more of the outstanding shares of the Lessor, but not later than five years from the date the Lessor acquired title to the Residential Unit (the "Closing Date"), the Directors shall not take any of the following actions unless shareholders owning at least 75% of the outstanding shares of the Lessor approve same in writing or by vote, in person or by proxy, at a duly constituted meeting called for such purpose: (a) increase the number or change the type of employees from that described in the applicable footnote to the Budget for the First Year of Cooperative Operation in the Offering Plan ("Schedule B"); (b) provide for new or additional services from those indicated in the footnotes to Schedule B, unless the annual cost of all services being provided and proposed is no greater than that provided in said footnotes; (c) impose any rent, maintenance, assessment or other charge (regular or special) for the purpose of making any capital or major improvement or addition, unless required by law or necessary for health and safety (but not the general comfort or welfare) of tenant-shareholders; (d) establish any reserves in addition to the Reserve Fund and/or Working Capital Fund (as defined in the Offering Plan) provided for in the Plan, including (without limitation) replacement of funds expended from such Reserve Fund or Working Capital, or a reserve for contingencies, repairs, improvements or replacements, other than a reserve for contingencies not exceeding 5% of the budgeted operating expenses (exclusive of mortgage debt services) for the ensuing 12 months of cooperative operation; (e) refinance or increase the Mortgage (as defined in the Offering Plan), prepay any interest or amortization on the Mortgage or make a new mortgage. Thereafter, until all Unsold Shares have been sold to purchasers for occupancy, no assessment for capital improvements shall be made unless the Reserve Fund has been exhausted.

So long as the Unsold Shares constitute 25% or more of the outstanding shares of the Lessor, but not later than five years from the Closing Date, the Directors shall cause the designees of the Residential Unit on the Board of Managers of the Condominium (the "Managers") to cast their votes against (a) increasing the number or changing the type of employees from that described in the applicable footnote to the Budget for the First Year of Condominium Operation in the Offering Plan ("Schedule C"); (b) providing for new or additional services from those indicated in the footnotes to Schedule C, unless the annual cost of all services being provided and proposed is no greater than that provided in said footnote; (c) imposing any charge or assessment (regular or special) for the purpose of making any capital or major improvement or addition, unless required by law or necessary for health and safety (but not the general comfort or welfare) of unit owners; or (d) establishing any reserves for contingencies, repairs, improvements or replacements, other than a reserve for contingencies not exceeding 5% of the budgeted expenses for the ensuing 12 months of condominium operations.

Authority Limited to Board of Directors

(d) Whenever in this paragraph or any other paragraph of this lease, a power or privilege is given to the Directors, the same may be exercised only by the Directors, and in no event may any such power or privilege be exercised by a creditor, receiver or trustee.

Issuance of Additional Shares

(e) If the Lessor shall hereafter issue shares (whether now or hereafter authorized) in addition to those issued on the date of the execution of this lease, the holders of the shares hereafter issued shall be obligated to pay rent at the same rate as the other proprietary lessees from and after the date of issuance. If any such shares be issued on a date other than the first or last day of the month, the rent for the month in which issued shall be apportioned. The cash requirements as last determined shall, upon the issuance of such shares, be deemed increased by an amount equal to such rent.

Paid-In Surplus

(f) The Directors may from time to time as may be proper determine how much of the maintenance and other receipts, when received (but not more than such amount as represents payments on account of principal of mortgages on the Residential Unit and other capital expenditures), shall be credited on the corporate accounts to "Paid-in Surplus". Unless the Directors shall determine otherwise, the amount of payments on account of principal of any mortgages shall be credited to Paid-in Surplus.

Failure to Fix Cash Requirements

(g) The omission of the Directors to determine the Lessor's cash requirements for any year or portion thereof shall not be deemed a waiver or modification in respect of the covenants and provisions hereof, or a release of the Lessee from the obligation to pay the maintenance or any installment thereof, but the maintenance computed on the basis of the cash requirements as last determined for any year or portion thereof shall thereafter continue to be the maintenance until a new determination of cash requirements shall be made.

Lessor's Repairs

2. The Lessor shall (a) use reasonable efforts to exercise its rights under the Condominium Declaration, to cause the Managers to keep the Buildings in good repair, except those portions the repair of which under the Condominium Declaration is to be performed by the Lessor, and (b) at its expense, keep in good repair such excepted portions other than those portions the repair of which, under Paragraph 18 of this lease, is to be performed by the Lessee.

Services by Lessor

3. The Lessor shall, and shall also use reasonable efforts to exercise its rights under the Condominium Declaration to cause the Managers, to maintain the Residential Unit and the Buildings as first-class apartment buildings, and to keep the elevators and the public halls, cellars and stairways clean and properly lighted and heated, and to provide the number of attendants requisite, for the proper care and service of the Residential Unit and the Buildings, and to provide the Apartment with a proper and sufficient supply of hot and cold water and of heat. The covenants by the Lessor herein contained are subject, however, to the discretionary power of the Directors and Managers to determine from time to time what services and what attendants shall be proper and the manner of maintaining and operating the Residential Unit and the Condominium, and also what existing services shall be increased, reduced, changed, modified or terminated.

Until all Unsold Shares have been sold to purchasers for occupancy, the Lessor shall use reasonable efforts to exercise its rights under the Condominium Declaration to cause the Managers not to eliminate or diminish any existing services unless the holders of such shares consent.

The Lessor shall use reasonable efforts to exercise its rights under the Condominium Declaration to cause the Managers to furnish to the tenants of apartments owned by holders of Unsold Shares (as defined in Paragraph 38 of this lease), all services to which they are entitled under the New York City Rent Control Laws and Regulations or New York City Rent Stabilization Law and Code (the "Code"), as the case may be, or amendments thereto, or similar legislation, except services which the holder of Unsold Shares is required to furnish by his Proprietary Lease.

Damage to Apartment or Building

4. (a) Except as otherwise provided in the Condominium Declaration, if the Apartment or the means of access thereto or the Residential Unit shall be damaged by fire or other cause covered by multiperil policies carried by the Condominium in accordance with the Condominium Declaration (any other damage to be repaired by Lessor or Lessee pursuant to Paragraphs 2 and 18, as the case may be), the Lessor shall at its own cost and expense, with reasonable dispatch after receipt of notice of said damage, repair or replace, or cause to be repaired or replaced, subject to the limitations contained in the Condominium Declaration, with materials of a kind and quality then customary in buildings of the type of the Buildings, the Residential Unit, the Apartment, and the means of access thereto, including the walls, floors, ceilings, pipes, wiring and conduits in the Apartment. Anything in this Paragraph or Paragraph 2 to the contrary, Lessor shall not be required to repair or replace, or cause to be repaired or replaced, equipment, fixtures, furniture, furnishings or decorations installed by the Lessee or any of his predecessors in title nor shall the Lessor be obligated to repaint or replace wallpaper or other decorations in apartments. If the Common Elements of the Condominium (as defined in the Condominium Declaration) shall be damaged by fire or other cause, the Lessor shall use reasonable efforts to exercise its rights under the Condominium Declaration to cause the Managers to repair or reconstruct them in accordance with the Condominium Declaration.

Rent Abatement

(b) In case the damage resulting from fire or other cause shall be so extensive as to render the Apartment partly or wholly untenantable, or if the means of access thereto shall be destroyed, the rent hereunder shall proportionately abate until the Apartment shall again be rendered wholly tenantable or the means of access restored; but if said damage shall be caused by the act or negligence of the Lessee or the agents, employees, guests or members of the family of the Lessee or any occupant of the Apartment, such rental shall abate only to the extent of the rental value insurance, if any, collected by Lessor with respect to the Apartment.

Expiration of Lease Due to Damage

(c) If the Directors shall determine that (i) any Building or the Residential Unit is totally destroyed by fire or other cause, or (ii) any Building or the Residential Unit is so damaged that it cannot be repaired within a reasonable time after the loss shall have been adjusted with the Condominium's insurance carriers, or (iii) the destruction or damage was caused by hazards which are not covered under the Condominium's insurance policies then in effect, and if in any such case the record holders of at least two-thirds of the issued shares of the Lessor, at the shareholders' meeting duly called for that purpose held within 120 days after the determination by the Directors, shall vote not to repair, restore or rebuild, the Lessor shall (i) use reasonable efforts to exercise its rights under the Condominium Declaration, to terminate the Condominium in accordance with the Condominium Declaration, and (ii) give notice pursuant to Paragraph 31 of this lease, then upon the giving of such notice, this lease and all other proprietary leases and all right, title and interest of the parties thereunder and the tenancies thereby created, shall thereupon wholly cease and expire and rent shall be paid to the date of such destruction or damage. The Lessee hereby waives any and all rights under Section 227 of the Real Property Law and in no event shall the Lessee have any option or right to terminate this lease by reason of any casualty.

Waiver of Subrogation

(d) Lessor agrees to use its best efforts to cause the Condominium to obtain, if there is no increase in premium therefor, in all physical damage policies carried by the Condominium, and in all insurance policies carried by the Lessor, a provision waiving the right of subrogation against the Lessee; and, to the extent that any loss or damage is covered by the Condominium or the Lessor by any insurance policies which contain such waiver of subrogation, the Lessor releases the Lessee and will use its best efforts to have the Condominium release the Lessee from any liability with respect to such loss or damage. In the event that the Lessee suffers loss or damage for which Lessor or the Condominium would be liable, and Lessee carries insurance which covers such loss or damage and the Lessee's insurance policy or policies contain a waiver of subrogation against the Lessor and the Condominium, then in such event Lessee releases Lessor and the Condominium from any liability with respect to such loss or damage.

Inspection of Books of Account - Annual Report

5. The Lessor shall keep full and correct books of account at its principal office or at such other place as the Directors may from time to time determine, and the same shall be open during all reasonable hours to inspection by the Lessee or a representative of the Lessee. The Lessor shall deliver to the Lessee (a) within three months after the end of each fiscal year an annual report of corporate financial affairs, including a balance sheet and a statement of income and expenses, certified by an independent certified public accountant, (b) on a semi-annual basis a report with respect to all deposits into and withdrawals from the Reserve Fund, and (c) prior to the annual meeting of the officers and directors, information as to liability insurance as required by Business Corporation Law Section 727 (d).

Changes in Terms and Conditions of Proprietary Leases

6. Each proprietary lease shall be in the form of this lease, unless a variation of any lease is authorized by Lessees owning at least two-thirds of the Lessor's shares then issued and executed by the Lessor and the lessee affected. The form and provisions, including the term, of all the proprietary leases then in effect and thereafter to be executed may be changed by the approval of lessees owning at least 75% of the Lessor's shares then issued and outstanding, and such changes shall be binding on all lessees even if they did not vote for such changes except that the proportionate share of rent or cash requirements payable by any lessee may not be increased nor may his right to cancel the lease under the conditions set forth in Paragraph 35 be eliminated or impaired without his express consent. Notwithstanding the foregoing, no change shall be made in the provisions of this lease which shall eliminate or modify the rights of a holder of Unsold Shares or the rights of Non-purchasing Tenants, unless parties affected by such changes shall have consented thereto. Approval by lessees as provided for herein shall be evidenced by written consent or by affirmative vote taken at a meeting called for such purpose.

Penthouses, Terraces and Balconies

7. If the Apartment includes a yard, terrace, balcony, or a portion of the roof adjoining a penthouse, the Lessee shall have and enjoy the exclusive use of the yard, terrace, balcony or, that portion of the roof appurtenant to the penthouse, subject to the applicable provisions of the Condominium Declaration and this lease and to the use of the yard, terrace, balcony or roof by the Lessor to the extent permitted in the Condominium Declaration and this lease. The Lessor, subject to any limitations contained in the Condominium Declaration, shall have the right to erect equipment on the roof, including radio and television aerials and antennas, for its use and the use of the lessees in the Residential Unit and shall have the right to access thereto for such installations and for the repair thereof. The Lessee shall keep the yard, terrace, balcony, or portion of the roof appurtenant to his Apartment clean and free from snow, ice, leaves and other debris and shall maintain all screens and drain boxes in good condition. No planting, fences, structures or lattices shall be erected or installed on the yard, terraces, balconies or roof of the Buildings without the prior written approval of the Lessor, which approval shall not be unreasonably withheld or delayed, subject to any limitations contained in the Condominium Declaration. Any planting or other structures erected by the Lessee or his predecessor in interest may be removed and restored by the Lessor at the expense of the Lessor for the purpose of repairs, upkeep or maintenance of the Residential Unit.

Notwithstanding the foregoing, if the Apartment includes a yard, terrace, balcony or a portion of the roof adjoining a penthouse, the Lessee shall have the right, without the Lessor's consent, to build a solarium, greenhouse or any other structure considered to be an "accessory to a dwelling unit" under the zoning or building laws, to enclose such yard, terrace, balcony or a portion of the roof adjoining a penthouse on the following terms and conditions:

1. The Lessee may extend the Building's heating, electrical, gas, water and plumbing lines to service the structure;

2. The Lessee shall pay all expenses relating to the construction of the structure;

3. The Lessee shall obtain all permits, applications and approvals required by any governmental agencies having jurisdiction, to construct and maintain the structure, and all approvals required by the holder of any mortgage lien on the Residential Unit or the Apartment;

4. The Lessee shall procure from his contractor(s) (i) comprehensive personal liability and property damage insurance policies, each in the amount of $1,000,000, which policies name the Lessee, the Managing Agent and the Apartment Corporation as insured (such policies shall provide that they may not be terminated without at least ten days written notice to the insured); and (ii) workmen's compensation and employees liability insurance policies, covering all employees of the contractor or subcontractor;

5. All construction shall (a) comply with applicable laws and governmental regulations and codes, (b) be compatible with the Building's heating, electrical, plumbing and other systems (or made compatible by the Lessee, at its sole cost); and (c) not impair the Building's structural integrity, as determined by a licensed architect or registered engineer selected by the Lessee;

6. The Lessee shall assume all risks of damage to the Building and its mechanical systems, and to persons and property in the Building which may result from or be attributable to the work being performed and all responsibility for the maintenance and repair of the structure after completion;

7. The structure and materials used shall be of the quality and style in keeping with the general character of the Building;

8. Construction of the structure shall proceed with reasonable diligence (subject to delays by causes not within the control of the Lessee); and

9. The Lessee will endeavor to use reasonable efforts to minimize noise, dirt, disruption and interferences as a result of the construction of the structures so as not to unreasonably interfere with or disrupt the peace and quiet and occupancy of the Buildings' occupants and the Lessee shall indemnify and hold the Lessor harmless from and against any damages incurred as a result of any material interruption of building services caused by the Lessee's work.

The Lessor shall cooperate with the Lessee in all reasonable respects relating to the construction of the structures, including, but not limited to, executing and delivering to the Lessee all documents, applications and consents pertaining to and reasonably required for obtaining all governmental approvals, permits and consents, and all necessary approvals of the holder of any mortgage lien on the Residential Unit or the Apartment, provided that any action requested of the Lessor shall be without cost to the Lessor (unless paid for or reimbursed by the Lessee).

If the Building's heating, electrical or gas lines are extended to service the structure, upon completion of the structure, a qualified real estate expert, selected by the Apartment Corporation and the owner of the improved Apartment, shall determine an allocation of additional shares to the Apartment pursuant to Article V, Section 3 of the By-laws and the Apartment Corporation shall issue such shares in exchange for payment equal to $1 per share.

Assignment of Lessor's Rights Against Occupant

8. (a) If, at the date of commencement of this lease, any third party shall be in possession or have the right to possession of the Apartment, then the Lessor hereby assigns to the Lessee all of the Lessor's rights against said third party from and after the date of the commencement of the term hereof, and the Lessee by the execution hereof assumes all of the Lessor's obligations to said third party from said date. The Lessor agrees to cooperate with the Lessee, but at the Lessee's expense, in the enforcement of the Lessee's rights against said third party.

Limitations on Rights of Lessee Against Occupant

(b) If, at the date of the commencement of this lease, the person in possession or having the right to possession of the Apartment is a person who was in occupancy on the date the Offering Plan was accepted for filing and who did not purchase the shares allocated to his apartment ("Non-purchasing Tenant"):

??? evict the tenant at any time, on the basis of the Lessee's and/or his immediate family's desire to occupy the Apartment, or for any other reason other than non-payment of rent, illegal use and occupancy of the Apartment, refusal of reasonable access or similar breaches by the tenant of his obligations to the Lessee;

2. the Apartment will continue to be subject to the Rent Control Laws and Regulations or the "RSL" and "Code", whichever is applicable, as to rentals and continued occupancy;

3. if the Rent Control Laws and Regulations or the RSL and Code, whichever is applicable, are eliminated or become inapplicable, the tenant may not be subjected to unconscionable increases beyond ordinary rentals for comparable apartments, considering, in determining comparability, such factors as building services, level of maintenance and operating expenses.

(c) The provisions of the above subparagraph (b) are intended for the benefit of the Non-purchasing Tenant and may not be amended to eliminate, diminish or otherwise change any of the rights or privileges of the Non-purchasing Tenant so long as his occupancy shall continue. They are not intended to abrogate any rights of the Lessee as against the Lessor.

Obligations of Lessee to Occupant

(d) If, at the date of the commencement of the Lease, the person in possession of the Apartment is a Non-purchasing Tenant, the Lessee will be responsible for the performance of all of the obligations of the landlord under such Non-purchasing Tenant's lease or pursuant to the terms of such tenant's tenancy, including, without limitation, the obligations to maintain, repair and replace the plumbing fixtures and appliances and other equipment not owned by such tenant, and to paint the apartment as provided for in any applicable rent laws and/or regulations, and simultaneously with the execution of this lease, will execute a contract with the Managing Agent of the Lessor and, thereafter, with any successor Managing Agent, or, if there is no Managing Agent, with the Lessor, in which the Lessee agrees, for so long as the tenant's occupancy continues, to:

1. irrevocably appoint the Managing Agent, or the Lessor, if there is no Managing Agent, as his agent to perform for his account, and at his expense, all services required to be furnished or performed by him as lessor under the Non-purchasing Tenant's lease and any applicable law or regulation, that are not to be provided by the Condominium or by the Lessor under this Lease;

2. except if the Lessee is a holder of Unsold Shares, simultaneously deposit with the Managing Agent, or the Lessor, if there is no Managing Agent, a sum not less than an amount equal to two months' maintenance charges for the Apartment (the "Deposit") to be used as working capital to furnish such required services;

3. within ten days after the mailing of a notice (the "Diminution Notice") by the Managing Agent or the Lessor, as the case may be, that the Deposit has been diminished, replenish the Deposit by making a further deposit(s) in amount(s) equal to the difference between the balance of the Deposit and an amount equal to two months' of the then maintenance charges ("Further Deposit").

The Lessee shall be entitled to a refund of the balance of his Deposit and/or Deposit(s) immediately upon the termination of the occupancy of the Non-purchasing Tenant.

The Managing Agent or the Lessor, as the case may be, will be required to hold the Deposit and Further Deposit(s) in a special account at a bank authorized by the Lessor. The Deposit and Further Deposit(s) and interest accrued thereon will continue to be the monies of the Lessee and will be held in trust and not be commingled with the monies of, or become an asset of, either the Lessor, the Managing Agent, or the Non-purchasing Tenant.

The Diminution Notice shall state the service(s) performed by the Managing Agent or the Lessor, as the case may be, and the cost of such services. Paid bills for the service(s) performed shall be annexed to the Diminution Notice.

Except if the Lessee is the Sponsor or a holder of Unsold Shares, the contract may require the Lessee to pay to the Managing Agent or the Lessor a fee, agreed upon as reasonable by the contracting parties, for the performance of the required services.

Cancellation of Prior Agreements

9. If at the date of the commencement of this lease, the Lessee has the right to possession of the Apartment under any agreement or statutory tenancy, this lease shall supersede such agreement or statutory tenancy which shall be of no further effect after the date of commencement of this lease, except for claims theretofore arising thereunder.

Quiet Enjoyment

10. The Lessee, upon paying the rent and performing the covenants and complying with the conditions on the part of the Lessee to be performed as herein set forth, shall, at all times during the term hereby granted, quietly have, hold and enjoy the Apartment without any suit, trouble or hindrance from the Lessor, subject, however, to the rights of present tenants or occupants of the Apartment, to any and all mortgages and underlying leases of the land and Residential Unit, and to the Condominium Declaration.

Indemnity

11. The Lessee agrees to save the Lessor harmless from all liability, loss, damage and expense arising from injury to person or property occasioned by the failure of the Lessee to comply with any provision hereof, or due wholly or in part to any act, default or omission of the Lessee or of any person dwelling or visiting in the Apartment, or by the Condominium or the Lessor, and their agents, servants or contractors when acting as agent for the Lessee as provided in this lease and the Condominium Declaration. This paragraph shall not apply to any loss or damage when Lessor is covered by insurance which provides for waiver of subrogation against the Lessee.

Payment of Rent

12. The Lessee will pay the rent to the Lessor upon the terms and at the times herein provided, without any deduction on account of any set-off or claim which the Lessee may have against the Lessor, and if the Lessee shall fail to pay any installment of rent promptly, the Lessee shall pay interest thereon at the maximum legal rate from the date when such installment shall have become due to the date of the payment thereof, and such interest shall be deemed additional rent hereunder.

House Rules

13. The Lessor has adopted House Rules which are appended hereto, and the Directors may alter, amend or repeal such House Rules and adopt new House Rules, provided that the House Rules do not conflict with House Rules promulgated by the Managers in accordance with the Condominium Declaration. This lease shall be in all respects subject to such House Rules which, when a copy thereof has been furnished to the Lessee, shall be taken to be part hereof, and the Lessee hereby covenants to comply with all such House Rules and see that they are faithfully observed by the family, guests, employees and subtenants of the Lessee. Breach of a House Rule shall be a default under this lease. The Lessor shall not be responsible to the Lessee for the non-observance or violation of House Rules by any other lessee or person.

Use of Apartment

14. The Lessee shall not, without written consent of the Lessor on such conditions as Lessor may prescribe, subject to the limitations contained in the Condominium Declaration, occupy or use the Apartment or permit the same or any part thereof to be occupied or used for any purpose other than (a) as a private dwelling for the Lessee and Lessee's spouse, their children, grandchildren, parents, grandparents, brothers and sisters and domestic employees, and in no event shall more than one married couple occupy the apartment without the written consent of the Lessor and (b) for such home occupations as are permitted under the applicable zoning laws. In the case of a Lessee who is a non-individual, the premises may be occupied as a private dwelling only by (i) an individual who is related to such Lessee as an office, director, stockholder, partner, principal, beneficiary, or employee, and (ii) members of such individual's immediate family. In addition to the foregoing, the Apartment may be occupied from time to time by guests of the Lessee for a period of time not exceeding one month, unless a longer period is approved in writing by the Lessor, but no guests may occupy the Apartment unless one or more of the permitted adult residents are then in occupancy or unless consented to in writing by the Lessor.

Subletting

15. Except as provided in Paragraphs 16(b) and 38 of this Lease, the Lessee shall not sublet the whole or any part of the Apartment or renew or extend any previously authorized sublease, unless consent thereto shall have been duly authorized by a resolution of the Directors, or given in writing by a majority of the Directors or, if the Directors shall have failed or refused to give such consent, then by lessees owning at least 65% of the then issued shares of the Lessor. Consent by lessees as provided for herein shall be evidenced by written consent or by affirmative vote taken at a meeting called for such purpose. Any consent to subletting may be subject to such conditions as the Directors or lessees, as the case may be may impose. There shall be no limitation on the right of Directors or lessees to grant or withhold consent to a subletting, for any reason, provided such reason is not based upon race, color, creed or other ground not proscribed by law, or for no reason.

16. (a) The Lessee shall not assign this lease or transfer the shares to which it is appurtenant or any interest therein, and no such assignment or transfer shall take effect as against the Lessor for any purpose, until

1. an instrument of assignment in form approved by the Lessor executed and acknowledged by the assignor shall be delivered to the Lessor; and

2. an agreement executed and acknowledged by the assignee in form approved by Lessor assuming and agreeing to be bound by all the covenants and conditions of this lease to be performed or complied with by the Lessee on and after the effective date of said assignment shall have been delivered to the Lessor, or, at the request of the Lessor, the assignee shall have surrendered the assigned lease and entered into a new lease in the same form for the remainder of the term, in which case the Lessee's lease shall be deemed cancelled as of the effective date of said assignment; and

3. all shares of the Lessor to which this lease is appurtenant shall have been transferred to the assignee, with proper transfer taxes paid and stamps affixed; and

4. all sums due from the Lessee shall have been paid to the Lessor, together with a sum to be fixed by the Directors to cover reasonable legal and other expenses of the Lessor and its managing agent in connection with such assignment and transfer of shares, except as provided in Paragraph 38 in this lease; and

5. a search or certification from a title or abstract company as the Directors may require shall have been delivered to the Directors; and

6. except in the case of an assignment, transfer or bequest to the Lessee's spouse, of the shares and this lease, and except as provided in Paragraphs 17 and 38 in this lease, consent to such assignment shall have been authorized by resolution of the Directors, or given in writing by a majority, of the Directors; or if the Directors shall have failed or refused to give such consent within 30 days after submission of references to them or Lessor's agent, then by lessees owning of record at least 66-2/3% of the then issued shares of the Lessor. Consent by lessees as provided for herein shall be evidenced by written consent or by affirmative vote taken at a a meeting called for such purpose in the manner provided in the by-laws; and

7. if the shares and lease being assigned are allocated to an apartment occupied by a Non-purchasing Tenant, notice of such assignment containing the name and address of the assignee, addressed to the Non-purchasing Tenant at the Buildings ready for mailing by registered or certified mail, return receipt requested, by the Lessor, has been delivered to the Lessor.

Assignment or Subletting by Original Purchaser

(b) Notwithstanding the provisions of Paragraph 16(a)(vi), a Lessee who is an original purchaser of the shares, i.e., who purchases shares directly from Lessor's grantor or a designee of Lessor's grantor (but not his successors or assigns), will have the right to sell his shares and assign his proprietary lease or sublet his shares apartment without consent of the Directors provided the consent of the then Managing Agent of the Lessor is first obtained (which consent is not to be unreasonably withheld or delayed). The Managing Agent's refusal to consent to a sublet shall not be deemed unreasonable if the Lessee represented in his purchase agreement that he was purchasing the Apartment for his personal use and occupancy or the use and occupancy of one or more members of his immediate family, and the Apartment is not in fact occupied by the Lessee or members of his immediate family before he seeks consent to sublet. If the Managing Agent refuses to consent for any reasons whatsoever, any such original purchaser may apply to the Directors or the shareholders in accordance with the provisions of the aforesaid Paragraph 16(a)(vi).

Consents; On Death of Lessee

(c) If the Lessee shall die, consent shall not be unreasonably withheld to an assignment of the lease and shares to a financially responsible member of the Lessee's family (other than the Lessee's spouse as to whom no consent is required).

Consents Generally; Stockholders' and Directors' Obligations to Consent

(d) There shall be no limitation, except as above specifically provided, on the right of Directors or lessees to grant or withhold consent to an assignment, for any reason, provided such reason is not based upon race, color, creed or other ground proscribed by law, or for no reason.

Release of Lessee upon Assignment

(e) If the lease shall be assigned in compliance herewith, the Lessee-assignor shall have no further liability on any of the covenants of this lease to be thereafter performed.

Further Assignment or Subletting

(f) Regardless of any prior consent theretofore given, neither the Lessee nor his executor, nor administrator, nor any trustee or receiver of the property of the Lessee, nor anyone to whom the interests of the Lessee shall pass by law, shall be entitled further to assign this lease, or to sublet the apartment, or any part thereof, except upon compliance with the requirements of this lease.

Occupancy, Assignment or Subletting by Involuntary Transferee

(g) Neither the executor, nor administrator, nor any trustee or receiver of the property of the Lessee, nor anyone to whom the interests of the Lessee shall pass by law, shall be entitled to occupy his Apartment, or to assign this lease, or to sublet the Apartment, or any part thereof, except upon compliance with the requirements of this lease.

Statement by Lessor

(h) If this lease is then in force and effect, Lessor will, upon request of Lessee, deliver to the assignee a written statement that this lease remains on the date thereof in force and effect; but no such statement shall be deemed an admission that there is no default under the lease.

Fees Upon Any Assignment

(i) No fees, tax or charge, whether based upon sale price, profit or otherwise, may be imposed on an assignment other than the sum referred to in Subparagraph 16(a) (iv) except by vote of shareholders owning at least 66- 2/3% of the Lessor's outstanding shares. Anything contained herein to the contrary notwithstanding, no fee shall be imposed by the Lessor or the managing agent upon any assignment by a holder of Unsold Shares.

Mortgage and/or Secured Interest in Shares and Lease

17.

1. The giving of a mortgage on and/or secured interest in this lease (and the appurtenant capital shares of the Lessor) to a lender shall not be a violation of this lease if given pursuant to provisions of the Offering Plan under which the Lessor acquired title to the Residential Unit; or the lender agrees that it shall not be entitled to have the shares transferred of record on the books of the Lessor, nor to vote such shares, nor to occupy or permit the occupancy by others of the Apartment, nor to sell or transfer such shares or this lease, without first obtaining the consent of the Lessor in accordance with and after complying with all of the provisions of Paragraph 14, 15 or 16, as the case may be;

2. Subject to the provisions of subparagraph (a) above, the Lessor will enter into an agreement with the lender providing for the pledge of this lease (and the appurtenant shares of the Lessor) as security for the loan on the terms contained in the Aztech form of Recognition Agreement or, in the discretion of the Directors, on any substantially similar form then being used by banks in New York City, and other terms which the lender and the Lessor, in their discretion, may agree to for the protection of their respective interests.

3. No loan may exceed the maximum fixed by the Directors of Lessor.

4. The acceptance by Lessor of payments by a lender on account of rent or additional rent shall not constitute a waiver of any provisions of this Paragraph 17.

Repairs by the Lessee

18. (a) The Lessee shall keep the interior of the Apartment (including interior walls, floors and ceilings, but excluding windows, window panes, window frames, sashes, sills, entrance and terrace doors, frames and saddles) in good repair, shall do all of the painting and decorating required for his Apartment, including the interior of window frames, sashes and sills, and shall be solely responsible for the maintenance, repair, and replacement of plumbing, gas and heating fixtures, appliances and equipment and such refrigerators, dishwashers, removable and through-the-wall air conditioners, washing machines, ranges and other appliances, as may be in the Apartment. Plumbing, gas and heating fixtures as used herein shall include exposed gas, steam, and water pipes attached to fixtures, appliances and equipment and any special pipes or equipment which the Lessee may install within the wall or ceiling, or under the floor, but shall not include gas, steam, water or other pipes or conduits within the walls, ceilings or floors or air conditioning or heating equipment which are part of the standard Residential Unit equipment or the common elements. The Lessee shall be solely responsible for the maintenance, repair and replacement of all lighting and electrical fixtures, appliances, and equipment, and all meters, fuse boxes or circuit breakers and electrical wiring and conduits from the junction box at the riser into and through the Lessee's apartment. Any ventilator or air conditioning device which shall be visible from the outside of the Building shall at all times be painted by the Lessee in a standard color which the Lessor may select for the Residential Unit, subject to the limitations set forth in the Condominium Declaration.

Odors and Noises

(b) The Lessee shall not permit unreasonable cooking or other odors to escape into the Residential Unit or the Building. The Lessee shall not permit or suffer any unreasonable noises or anything which will interfere with the rights of other lessees or unreasonably annoy them or obstruct the public halls or stairways.

Equipment and Appliances

(c) If, in the Lessor's sole judgment, any of the Lessee's equipment or appliances shall result in damage to the Residential Unit or Buildings, or poor quality or interruption of service to other portions of the Residential Unit or the Buildings, or overloading of, or damage to facilities maintained by the Lessor or the Condominium for the supplying of water, gas, electricity or air conditioning to the Residential Unit or the Buildings, or if any such appliances visible from the outside of the Buildings shall become rusty or discolored, the Lessee shall promptly, on notice from the Lessor, remedy the condition and, pending such remedy, shall cease using any appliance or equipment which may be creating the objectionable condition.

Rules and Regulations and Requirements of Mortgage

(d) The Lessee will comply with all the requirements of the Board of Fire Underwriters, insurance authorities and all governmental authorities and with all laws, ordinances, rules and regulations with respect to the occupancy or use of the Apartment. If any mortgage affecting the Land or the Residential Unit or the Buildings shall contain any provisions pertaining to the right of the Lessee to make changes or alterations in the Apartment, or to remove any of the fixtures, appliances, equipment or installations, the Lessee herein shall comply with the requirements of such mortgage or mortgages relating thereto. Upon the Lessee's written request, Lessor will furnish Lessee with copies of applicable provisions of each and every such mortgage.

Lessor's Right to Remedy Lessee's Defaults

19. If the Lessee shall fail for thirty days after notice to make repairs to any part of the Apartment, its fixtures or equipment as herein requested, or shall fail to remedy a condition which has become objectionable to the Lessor for reasons above set forth, or if the Lessee or any person dwelling in the Apartment shall request the Lessor, its agents or servants to perform any act not hereby required to be performed by the Lessor, the Lessor may make such repairs, or arrange for others to do the same, or remove such objectionable condition or equipment, or perform such act, without liability on the Lessor; provided that, if the condition requires prompt action, notice of less than 30 days or, in case of emergency, no notice need be given. In all such cases, the Lessor, its agents, servants and contractors shall, as between the Lessor and Lessee, be conclusively deemed to be acting as agents of the Lessee and all contracts therefor made by the Lessor shall be so construed whether or not made in the name of the Lessee. If Lessee shall fail to perform or comply with any of the other covenants or provisions of this lease within the time required by a notice from Lessor (not less than 5 days), then Lessor may, but shall not be obligated to, comply therewith, and for such purposes may enter upon the apartment of Lessee. The Lessor shall be entitled to recover from the Lessee all expenses incurred or for which it has contracted hereunder, such expenses to be payable by the Lessee on demand as additional rent.

Increase in Rate of Fire Insurance

20. The Lessee shall not permit or suffer anything to be done or kept in the Apartment which will increase the rate of fire insurance on the Buildings or Residential Unit or the contents thereof. If, by reason of the occupancy or use of the Apartment by the Apartment by the Lessee, the rate of fire insurance on the Buildings or Residential Unit or an Apartment or the contents of any of the foregoing shall be increased, the Lessee shall (if such occupancy or use continues for more than 30 days after written notice from the Lessor specifying the objectionable occupancy or use) become liable for the additional insurance premiums incurred by the Condominium, the Lessor or any lessee or lessees of apartments in the Residential Unit on all policies so affected, and the Lessor shall have the right to collect the same for its benefit or the benefit of the Condominium or of any such lessees as additional rent for the Apartment due on the first day of the calendar month following written demand therefor by the Lessor or the Condominium.

Alterations

21. (a) The Lessee (unless a holder of Unsold Shares or an assignee of the rights of the Sponsor of the Offering Plan pursuant to the section "Sponsor's Reservation of Excess Development Rights and Right to Build on the Roofs of the Buildings" in the Offering Plan, who may require the consent of the Condominium pursuant to the Condominium Declaration), shall not, without first obtaining the written consent of the Lessor, which consent shall not be unreasonably withheld, make in the Apartment or the Residential Unit, or on any roof, penthouse, terrace or balcony appurtenant thereto, or in or on any common element, any alteration, enclosure or addition or any alteration of or addition to the water, gas, or steam risers or pipes, heating or air conditioning system or units, electrical conduits, wiring or outlets, plumbing fixtures, intercommunication or alarm system, or any other installation or facility in the Apartment, the Residential Unit, the common elements or the Buildings. The performance by Lessee of any work in the Apartment shall be in accordance with any applicable rules and regulations of the Lessor and governmental agencies having jurisdiction thereof. The Lessee shall not in any case install any appliances which will overload the existing wires or equipment in the Residential Unit or the Buildings.

Removal of Fixtures

(b) Without Lessor's written consent, the Lessee shall not remove any fixtures, appliances, additions or improvements from the Apartment except as hereinafter provided. If the Lessee, or a prior lessee, shall have heretofore placed, or the Lessee shall hereafter place in the Apartment, at the Lessee's own expense, any additions, improvements, appliances or fixtures, including but not limited to fireplace mantels, lighting fixtures, refrigerators, air conditioners, dishwashers, washing machines, ranges, woodwork, wall paneling, ceilings, special doors or decorations, special cabinet work, special stair railings or other built-in ornamental items, which can be removed without structural alterations or permanent damage to the Apartment, then title thereto shall remain in the Lessee and the Lessee shall have the right, prior to the termination of this lease, to remove the same at the Lessee's own expense, provided: (i) that the Lessee at the time of such removal shall not be in default in the payment of rent or in the performance or observance of any other covenants or conditions of this lease; (ii) that the Lessee shall, at the Lessee's own expense, prior to the termination of this lease, repair all damage to the Apartment which shall have been caused by either the installation or removal of any such additions, improvements, appliances or fixtures; (iii) that, if the Lessee shall have removed from the Apartment any articles or materials owned by the Lessor or its predecessor in title, or any fixtures or equipment, necessary for the use of the Apartment, the Lessee shall either restore such articles and materials and fixtures and equipment and repair any damage resulting from their removal and restoration, or replace them with others of a kind and quality customary in buildings comparable to the Residential Unit and satisfactory to the Lessor; and (iv) that, if any mortgagee had acquired a lien on any such property prior to the execution of this lease, Lessor shall first procure from such mortgagee its written consent to such removal.

Surrender on Expiration of Term

(c) On the expiration or termination of this lease, the Lessee shall surrender to the Lessor possession of the Apartment with all additions, improvements, appliances and fixtures then included therein, except as hereinabove provided. Any additions, improvements, fixtures or appliances not removed by the Lessee on or before such expiration or termination of this lease shall, at the option of the Lessor, be deemed abandoned and shall become the property of the Lessor and may disposed of by the Lessor without liability or accountability to the Lessee.

Lease Subordinate to Mortgages, Ground Leases and Condominium Declaration

22. This lease is and shall be subject and subordinate to: (i) all present and future ground or underlying leases, (ii) to any mortgages now or hereafter liens upon such leases or on the land and Residential Unit, (iii) any and all extensions, modifications, consolidations, renewals and replacements thereof, and (iv) the Condominium Declaration. This clause shall be self-operative and no further instrument of subordination shall be required by any such mortgagee or ground or underlying lessee or any person having at any time any interest or estate in the Residential Unit under the Condominium Declaration. In confirmation of such subordination, the Lessee shall at any time, and from time to time, on demand, execute any instrument that may be required by any mortgagee, or by the Condominium or by the Lessor, for the purpose of more formally subjecting this lease to the lien of such mortgage or mortgages or ground or underlying leases or the Condominium Declaration, and the duly elected officers, for the time being, of the Lessor are and each of them is hereby irrevocably appointed the attorney-in-fact and agent of the Lessee to execute the same upon such demand, and the Lessee hereby ratifies any such instrument hereafter executed by virtue of the power of attorney hereby given.

In the event that a ground or underlying lease is executed and delivered to the holder of a mortgage or mortgages on such ground or underlying lease or to a nominee or designee of, or a corporation formed by, or for the benefit of, such holder, the Lessee hereunder will attorn to such mortgagee (recognize mortgagee as lessor) or the nominee or designee of such mortgage or to any corporation formed by or for the benefit of such mortgagee.

Mechanic's Lien

23. In case a notice of mechanic's lien against the Residential Unit or the Building shall be filed purporting to be for labor or material furnished or delivered at the Residential Unit or the Apartment to or for the Lessee, or anyone claiming under the Lessee, the Lessee shall forthwith cause such lien to be discharged by payment, bonding or otherwise; and if the Lessee shall fail to do so within ten days after notice from the Lessor, then the Lessor may cause such lien to be discharged by payment, bonding or otherwise, without investigation as to the validity thereof or of any offsets or defenses thereto, and shall have the right to collect, as additional rent, all amounts so paid and all costs and expenses paid or incurred in connection therewith, including reasonable attorneys' fees and disbursements, together with interest thereon from the time or times of payment.

Cooperation

24. The Lessee shall always in good faith endeavor to observe and promote the cooperative purposes for the accomplishment of which the Lessor is incorporated.

Right of Entry; Key

25. The Lessor and the Managers, in accordance with the Condominium Declaration, and their agents and their authorized workmen shall be permitted to visit, examine, or enter the Apartment and any storage space assigned to Lessee at any reasonable hour of the day upon notice, or at any time and without notice in case of emergency, to make or facilitate repairs in any part of the Residential Unit or the Common Elements or to cure any default by the Lessee and to remove such portions of the walls, floors and ceilings of the Apartment and storage space as may be required for any such purpose, but the Lessor or the Managers, as the case may be, shall thereafter restore the Apartment and storage space to its proper and usual condition at Lessor's or the Managers' expense, as the case may be, if such repairs are the obligation of Lessor or the Managers, or at Lessee's expense if such repairs are the obligation of Lessee or are caused by the act or omission of the Lessee or any of the Lessee's family, guests, agents, employees or subtenants. In order that the Lessor or the Managers shall at all times have access to the Apartment or storage rooms for the purposes provided for in this lease, the Lessee shall provide the Lessor with a key to each lock providing access to the Apartment or storage rooms, and if any lock shall be altered or new lock installed, the Lessee shall provide the Lessor with a key thereto immediately upon installation. If the Lessee shall not be personally present to open and permit an entry at any time when an entry therein shall be necessary or permissible hereunder, and shall not have furnished a key to Lessor, the Lessor or the Managers, or their agents (but, except in an emergency, only when specifically authorized by an officer of the Lessor or an officer of the Managing Agent of the Residential Unit) may forcibly enter the Apartment or storage space without liability for damages by reason thereof (if during such entry the Lessor or the Managers shall accord reasonable care to the Lessee's property), and without in any manner affecting the obligations and covenants of this lease. The right and authority hereby reserved do not impose, nor does the Lessor assume by reason thereof, any responsibility or liability for the care or supervision of the Apartment, or any of the pipes, fixtures, appliances, or appurtenances therein contained, except as herein specifically provided.

Waivers

26. The failure of the Lessor to insist, in any one or more instances, upon a strict performance of any of the provisions of this lease, or to exercise any right or option herein contained, or to serve any notice, or to institute any action or proceeding, shall not be construed as a waiver, or a relinquishment for the future, of any such provisions, options or rights, but such provision, option or right shall continue and remain in full force and effect. The receipt by the Lessor of rent, with knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach, and no waiver by the Lessor of any provision hereof shall be deemed to have been made unless in a writing expressly approved by the Director.

Notices

27. Any notice by, or demand from, either party to the other shall be duly given only if in writing and sent by certified mail, return receipt requested; if by the Lessee, addressed to the Lessor at the Residential Unit with a copy sent by regular mail to the Lessor's Managing Agent; if to the Lessee, addressed to the Apartment in the Residential Unit. Either party may by notice served in accordance herewith designate a different address for service of such notice or demand. Notices or demands shall be deemed given on the date when mailed.

Reimbursement of Lessor's Expenses

28. If the Lessee shall at any time be in default hereunder and the Lessor shall incur any expenses (whether paid or not) in performing acts which the Lessee is required to perform, or in instituting any action or proceeding based on such default, or defending, or asserting a counterclaim in, any action or proceeding brought by the Lessee, the expense thereof to the Lessor, including reasonable attorneys' fees and disbursements, shall be paid by the Lessee to the Lessor, on demand, as additional rent.

Lessor's Immunities

29. (a) The Lessor shall not be liable, except by reason of Lessor's wilful acts or gross negligence, on its own part and in failing to use reasonable efforts to enforce its rights against the Managers under the Condominium Declaration, for any failure or insufficiency of heat, or of air conditioning (where air conditioning is supplied or air conditioning equipment is maintained), water supply, electric current, gas, telephone, or elevator service or other service to be supplied by the Lessor or the Managers under the Condominium Declaration, or for interference with light, air, view or other interests of the Lessee. No abatement of rent or other compensation or claim of eviction shall be made or allowed because of the making or failure to make or delay in making any repairs, alterations or decorations to the Residential Unit or the common elements, or any fixtures or appurtenances therein, or for space taken to comply with any law, ordinance or governmental regulation, or for interruption or curtailment of any service agreed to be furnished by the Lessor or the Managers under the Condominium Declaration, due to accidents, alterations or repairs, or to difficulty or delay in securing supplies or labor or other cause, unless due to Lessor's wilful acts or gross negligence on its own part and in failing to used reasonable efforts to enforce its rights against the Managers under the Condominium Declaration.

Storage Space and Laundry

(b) If the Lessor shall furnish to the Lessee any storage bins or space, the use of the laundry, or any facility outside the Apartment, including but not limited to a television antenna, the same shall be deemed to have been furnished gratuitously by the Lessor under a revocable license. The Lessee shall not use such storage space for the storage of valuable or perishable property and any such storage space assigned to Lessee shall be kept by Lessee clean and free of combustibles. If washing machines or other equipment are made available to the Lessee, the Lessee shall use the same on the understanding that such machines or equipment may or may not be in good order and repair and that the Lessor is not responsible for such equipment, nor for any damage caused to the property of the Lessee resulting from the Lessee's use thereof, and that any use that the Lessee may make of such equipment shall be at his own cost, risk and expense.

Automobiles and Other Property

(c) The Lessor shall not be responsible for any damage to any automobile or other vehicle left in the care of any employee of the Lessor or the Condominium, by the Lessee, and the Lessee hereby agrees to hold the Lessor and the Condominium harmless from any liability arising from any injury to person or property caused by or with such automobile or other vehicle while in the care of such employee. The Lessor shall not be responsible for any property left with or entrusted to any employee of the Lessor or the Condominium, or for the loss of or damage to any property within or without the apartment by theft or otherwise.

Window Cleaning

30. The Lessee will not require, permit, suffer or allow the cleaning of any window in the Apartment from the outside (within the meaning of Section 202 of the New York Labor Law) unless the equipment and safety devices required by law, ordinance, rules and regulations, including, without limitation, Section 202 of the New York Labor Law, are provided and used, and unless the industrial code of the State of New York is fully complied with; and the Lessee hereby agrees to indemnify the Condominium, the Lessor and their employees, other lessees, and the Managing Agent of each, for all losses, damages or fines suffered by them as a result of the Lessee's requiring, permitting, suffering or allowing any window in the apartment to be cleaned from the outside in violation of the requirements of the aforesaid laws, ordinances, regulations and rules.

Termination of Lease by Lessor

31. If upon, or at any time after, the happening of any of the events mentioned in subsections (a) to (h) inclusive of this Paragraph 31, the Lessor shall give to the Lessee a notice stating that the term hereof will expire on a date at least five days thereafter, the term of this lease shall expire on the date so fixed in such notice as fully and completely as if it were the date herein definitely fixed for the expiration of the term, and all right, title and interest of the Lessee hereunder shall thereupon wholly cease and expire, and the Lessee shall thereupon quit and surrender the Apartment to the Lessor, it being the intention of the parties hereto to create hereby a conditional limitation, and thereupon the Lessor shall have the right to re-enter the Apartment and to remove all persons and personal property therefrom, either by summary dispossess proceedings, or by any suitable action or proceeding at law or in equity, or by force or otherwise, and to re-possess the Apartment in its former estate as if this lease had not been made, and no liability whatsoever shall attach to the Lessor by reason of the exercise of the right of re-entry, re-possession and removal herein granted and reserved:

Lessee Ceasing to Own Accompanying Shares

(a) If the Lessee shall cease to be the owner of the shares to which this lease is appurtenant, or if this lease shall pass or be assigned to anyone who is not then the owner of all said shares;

Lessee Becoming a Bankrupt

(b) If at any time during the term of this lease (i) the holder hereof shall be adjudicated a bankrupt under the laws of the United States; or (ii) a receiver of all of the property of such holder or of this lease shall be appointed under any provision of the laws of the State of New York, or under any statute of the United States, or any statute of any state of the United States and the order appointing such receiver shall not be vacated within thirty days; or (iii) such holder shall make a general assignment for the benefit of creditors; or (iv) any of the shares owned by such holder to which this lease is appurtenant shall be duly levied upon under the process of any court whatever unless such levy shall be discharged within thirty days; or (v) this lease or any of the shares to which it is appurtenant shall pass by operation of law or otherwise to anyone other than the Lessee herein named or a person to whom such Lessee has assigned this lease in the manner herein permitted, but this subsection (v) shall not be applicable if this lease shall devolve upon the executors or administrators of the Lessee and provided that within eight months (which period may be extended by the Directors) after the death of the Lessee said lease and shares shall have been transferred to any assignee in accordance with Paragraph 16 hereof;

Assignment, Subletting or Unauthorized Occupancy

(c)If there be an assignment of this lease, or any subletting hereunder, without full compliance with the requirements of Paragraph 15 or 16 hereof; or if any person not authorized by Paragraph 14 shall be permitted to use or occupy the Apartment and the Lessee shall fail to cause such unauthorized person to vacate the Apartment within ten days after written notice from the Lessor;

Default in Rent

(d) If the Lessee shall be in default for a period of one month in the payment of any rent or additional rent or of any installment thereof and shall fail to cure such default within ten days after written notice from the Lessor;

Default in Other Covenants

(e) If the Lessee shall be in default in the performance of any covenant or provision hereof, other than the covenant to pay rent, and such default shall continue for thirty days after written notice from the Lessor; provided, however, that if said default consists of the failure to perform any act the performance of which requires any substantial period of time, then if within said period of thirty days such performance is commenced and thereafter diligently prosecuted to conclusion without delay and interruption, the Lessee shall be deemed to have cured said default;

Lessee's Objectionable Conduct

(f) If at any time the Lessor shall determine, upon the affirmative vote of two-thirds of its then Directors, at a meeting duly called for that purpose, that because of objectionable conduct on the part of the Lessee, or of a person dwelling or visiting in the Apartment, repeated after written notice from Lessor, the tenancy of the Lessee is undesirable;

Termination of All Proprietary Leases

(g) If at any time the Lessor shall determine, upon the affirmative vote of two-thirds of its then Directors at a meeting of such Directors duly called for that purpose, and the affirmative vote of the record holders of at least 75% in amount of its then issued shares, at a shareholders' meeting duly called for that purpose, to terminate all proprietary leases; and

Termination of Condominium

(h) If the Condominium terminates because of a casualty loss or condemnation or by a withdrawal of the Property from the provisions of the Condominium Act, as provided in the Condominium Declaration.

Lessor's Rights After Lessee's Default

32. (a) In the of this lease pursuant to a notice given as provided in Paragraph 31 hereof upon the happening of any event specified in subsections (a) to (f) inclusive of Paragraph 31, Lessee shall continue to remain liable for payment of a sum equal to the rent which would have become due hereunder and shall pay the same in installments at the time such rent would be due hereunder. No suit brought to recover any installment of such rent or additional rent shall prejudice the right of the Lessor to recover any subsequent installment. After resuming possession, the Lessor may, at its option, from time to time (i) relet the Apartment for its own account, or (ii) relet the Apartment as the agent of the Lessee, in the name of the Lessee or in its own name, for a term or terms which may be less than or greater than the period which would otherwise have constituted the balance of the term of this lease, and may grant concessions or free rent, in its discretion. Any reletting of the Apartment shall be deemed for the account of the Lessee, unless within ten days after such reletting the Lessor shall notify the Lessee that the Apartment has been relet for the Lessor's own account. The fact that the Lessor may have relet the Apartment as agent for the Lessee shall not prevent the Lessor from thereafter notifying the Lessee that it proposes to relet the Apartment for its own account. If the Lessor relets the Apartment as agent for the Lessee it shall, after reimbursing itself for its expenses in connection therewith, including leasing commissions and a reasonable amount for attorneys' fees and expenses, and decorations, alterations and repairs in and to the Apartment, apply the remaining avails of such reletting against the Lessee's continuing obligations hereunder. There shall be a final accounting between the Lessor and the Lessee upon the earlier of the four following dates: (A) the date of expiration of the term of this lease as stated on page 1 hereof; (B) the date as of which a new proprietary lease covering the Apartment shall have become effective; (C) the date the Lessor gives written notice to the Lessee that it has relet the Apartment for its own account; (D) the date upon which all proprietary leases of the Lessor terminate. From and after the date upon which the Lessor becomes obligated to account to the Lessee, as above provided, the Lessor shall have no further duty to account to the Lessee for any avails of reletting and the Lessee shall have no further liability for sums thereafter accruing hereunder, but such termination of the Lessee's liability shall not affect any liabilities theretofore accrued.

Collection of Rent from Subtenants

(b) If the Lessee shall at any time sublet the Apartment and shall default in the payment of any rent or additional rent, the Lessor may, at its option, so long as such default shall continue, demand and receive from the subtenant the rent due or becoming due from such subtenant to the Lessee, and apply the amount to pay sums due and to become due from the Lessee to the Lessor. Any payment by a subtenant to the Lessor shall constitute a discharge of the obligation of such subtenant to the Lessee, to the extent of the amount so paid. The acceptance of rent from any subtenant shall not be deemed a consent to or approval of any subletting or assignment by the Lessee, or a release or discharge of any of the obligations of the Lessee hereunder.

Sale of Shares

(c) Upon the termination of this lease under the provisions of subsections (a) to (f) inclusive of Paragraph 31, the Lessee shall surrender to the Lessor the certificate for the shares of the Lessor owned by the Lessee to which this lease is appurtenant. Whether or not said certificate is surrendered, the Lessor may issue a new proprietary lease for the Apartment and issue a new certificate for the shares of the Lessor owned by the Lessee and allocated to the Apartment when a purchaser therefor is obtained, provided that the issuance of such shares and such lease to such purchaser is authorized by a resolution of the Directors, or by a writing signed by a majority of the Directors or by lessees owning, or record, at least a majority of the shares of the Lessor. Upon such issuance the certificate owned or held by the Lessee shall be automatically cancelled and rendered null and void. The Lessor shall apply the proceeds received for the issuance of such shares toward the payment of the Lessee's indebtedness hereunder, including interest, attorneys' fees and other expenses incurred by the Lessor, and, if the proceeds are sufficient to pay the same, the Lessor shall pay over any surplus to the Lessee, but, if insufficient, the Lessee shall remain liable for the balance of the indebtedness. Upon the issuance of any such new proprietary lease and certificate, the Lessee's liability hereunder shall cease and the Lessee shall only be liable for rent and expenses accrued to that time. The Lessor shall not, however, be obligated to sell such shares and appurtenant lease or otherwise make any attempt to mitigate damages.

Waiver of Right of Redemption

33. The Lessee hereby expressly waives any and all right of redemption in case the Lessee shall be dispossessed by judgment or warrant of any court or judge. The words "enter", "re-enter" and "re-entry" as used in this lease are not restricted to their technical legal meaning.

Surrender of Possession

34. Upon the termination of this lease under the provisions of subsections (a) to (f) inclusive of Paragraph 31, Lessee shall remain liable as provided in Paragraph 32 of this lease. Upon the termination of this lease under any other of its provisions, the Lessee shall be and remain liable to pay all rent, additional rent and other charges due or accrued and to perform all covenants and agreements of the Lessee up to the date of such termination. On or before any such termination the Lessee shall vacate the Apartment and surrender possession thereof to the Lessor or its assigns, and upon demand of the Lessor or its assigns, shall execute, acknowledge and deliver to the Lessor or its assigns any instrument which may reasonably be required to evidence the surrendering of all estate and interest of the Lessee in the Apartment, or in the Residential Unit of which it is a part.

Lessee's Option to Cancel

35. (a) This lease may be cancelled by the Lessee on any September 30th after the third anniversary of the Closing or transfer of title to the Apartment Corporation pursuant to which proprietary leases were originally issued, upon complying with all the provisions hereinafter set forth. Irrevocable written notice of intention to cancel must be given by the Lessee to the Lessor on or before April 1 in the calendar year in which such cancellation is to occur. At the time of the giving of such notice of intention to cancel there must be deposited with the Lessor by the Lessee:

Deposits Required

1. the Lessee's counterpart of this lease with a written assignment in form required by the Lessor, in blank, effective as of August 31 of the year of cancellation, free from all subleases, tenancies, liens, encumbrances and other charges whatsoever, except rights of the Non-purchasing Tenant of the Apartment;

2. the Lessee's certificate for his shares of the Lessor, endorsed in blank for transfer and with all necessary transfer tax stamps affixed and with payment of any transfer taxes due thereon;

3. a written statement setting forth in detail those additions, improvements, fixtures or equipment which the Lessee has, under the terms of this lease, the right to and intends to remove.

Removal of Fixtures; Possession

(b) All additions, improvements, appliances and fixtures which are removable under the terms of this lease and which are enumerated in the statement made as provided in subdivision (iii) above shall be removed by the Lessee prior to August 31st of the year of cancellation, and on or before said August 31st the Lessee shall deliver possession of the Apartment to the Lessor in good condition with all required equipment, fixtures and appliances installed and in proper operating condition and free from all subleases and tenancies, liens, encumbrances and other charges (except rights of Non-purchasing Tenants of the Apartment) and pay to the Lessor all rent, additional rent and other charges which shall be payable under this lease up to and including the following September 30th.

Permission to Show and Occupy Apartment

(c) The Lessor and its agents may show the Apartment to prospective lessees, contractors and architects at reasonable times after notice of the Lessee's intention to cancel. After August 31st or the earlier vacating of the Apartment, the Lessor and its agents, employees and lessees may enter the Apartment, occupy the same and make such alterations and additions therein as the Lessor may deem necessary or desirable without diminution or abatement of the rent due hereunder.

Effective Date of Cancellation

(d) If the Lessee is not otherwise in default hereunder and if the Lessee shall have timely complied with all of the provisions of subdivisions (a) and (b) hereof, then this lease shall be cancelled and all rights, duties, and obligations of the parties hereunder shall cease as of the September 30th fixed in said notice, and the shares of Lessor shall become the absolute property of the Lessor, provided, however, that the Lessee shall not be released from any indebtedness owing to the Lessor on said last mentioned date.

Rights on Lessee's Default

(e) If the Lessee shall give the notice but fail to comply with any of the other provisions of this paragraph, the Lessor shall have the option at any time prior to September 30th (i) of returning to the Lessee this lease, the certificate for the shares and other documents deposited and thereupon the Lessee shall be deemed to have withdrawn the notice of intention to cancel this lease, or (ii) of treating this lease as cancelled as of the September 30th named in the notice of intention to cancel as the date for the cancellation of such lease, and bringing such proceedings and actions as it may deem best to enforce the covenants of the Lessee hereinabove contained and to collect from the Lessee the payments which the Lessee is required to make hereunder, together with reasonable attorneys' fees and expenses.

Extension of Option to Cancel

36. (a) If on April 1st in any year the total number of shares owned by lessees holding proprietary leases, who have given notice pursuant to Paragraph 35 of intention to cancel such proprietary leases on September 30th of said year, shall aggregate ten percent (10%) or more of the Lessor's outstanding shares, exclusive of treasury shares, then the Lessor shall, prior to April 30th in such year, give a written notice to the holders of all issued shares of the Lessor, stating the total number of shares then outstanding and in its treasury and the total number of shares owned by lessees holding proprietary leases who have given notice of intention to cancel. In such case the proprietary lessees to whom such notice shall have been given shall have the right to cancel their leases in compliance with the provisions of Paragraph 35 hereof, provided only that written notice of the intention to cancel such leases shall be given on or before July 1st instead of April 1st.

Rights, of Lessees to Cancel

(b) If lessees owning at least 80% of the then issued and outstanding shares of the Lessor shall exercise the option to cancel their leases in one year, then this and all other proprietary leases shall thereupon terminate on the September 30th of the year in which such options shall have been exercised, as though every lessee had exercised such option. In such event none of the lessees shall be required to surrender his shares to the Lessor and all certificates for shares delivered to the Lessor by those who had, during that year, served notice of intention to cancel their leases under the provisions hereof, shall be returned to such lessees.

Disposition of Residential Unit After All Leases Terminated

37. No later than thirty days after the termination of all proprietary leases, whether by expiration of their terms or otherwise, a special meeting of shareholders of the Lessor shall take place to determine whether (a) to continue to operate the Residential Unit on a conventional rental basis, (b) to alter, demolish or rebuild the Residential Unit or any part thereof (subject to the provisions of the Condominium Declaration), or (c) to sell the Residential Unit (subject to the conditions of the Condominium Declaration) and liquidate the assets of the Lessor, and the Directors shall carry out the determination made at said meeting of shareholders of the Lessor, and all of the holders of the then issued and outstanding shares of the Lessor shall have such rights as enure to shareholders of corporations having titles to real estate.

Unsold Shares

38. (a) The term "Unsold Shares" means and has exclusive reference to the shares of the Lessor for which on the date of first transfer of Lessor's shares by Lessor's grantor to purchasers (other than to a designee of Lessor's grantor), (i) no purchase agreement is in effect, or (b) the entire purchase price has not been received from, or some other obligation has not been performed by, the purchaser under an accepted purchase agreement. A "Holder of Unsold Shares" shall mean Lessor's grantor, any designee of Lessor's grantor, or other persons who shall have purchased Unsold Shares and are designated as a holder of Unsold Shares in writing by Lessor's grantor or its designee.

All shares which are Unsold Shares retain their character as such (regardless of transfer if the transferee is designated as such by the Lessor's grantor or its designee) until (1) such shares become the property of a purchaser for bona fide occupancy (by himself or a person related to him by blood, marriage or adoption) of the apartment to which such shares are allocated, or (2) the holder of such shares (or a member of his family) becomes a bona fide occupant of the apartment, unless the holder of such shares had been the occupant of the apartment prior to the Closing, in which event the shares shall retain their character as Unsold Shares until such shares are transferred by such holder of Unsold Shares to a purchaser for bona fide occupancy. This Paragraph 38 shall become inoperative as to this lease upon the occurrence of either of said events with respect to the Unsold Shares held by the Lessee named herein or his assignee.

Subletting Apartment and Assignment of Lease

(b) Neither the subletting of the Apartment nor the assignment of this lease by the Lessee who is a holder of the block of Unsold Shares allocated thereto, shall require the consent of the Directors or shareholders, as provided in Paragraphs 15 and 16.

Loans by Purchasers

(c) Anything contained in this lease to the contrary notwithstanding, the Lessor may not impose any limit on a loan which may be obtained by a holder of Unsold Shares.

Upon request, Lessor will promptly execute and deliver to a bank or other lender the Aztech form of Recognition Agreement, or, in the discretion of the Directors, a substantially similar form then being used by banks in New York City, with such other terms which the lender and the Lessor, in their discretion, may agree to for the protection of their respective interests.

Fees

(d) No sum for legal or other expenses referred to in Paragraph 16(a)(iv) of this lease shall be due from a Lessee who is a holder of Unsold Shares in connection with an assignment and transfer of such shares (and of this lease) or sublet of the Apartment so long as the shares retain their character as Unsold Shares.

Lessee's Option to Cancel

(e) The provisions of Paragraph 35 are not applicable to a Lessee who is the holder of the Unsold Shares accompanying this lease. A holder of Unsold Shares will not have the right to cancel his lease and surrender his shares, which other shareholders will have, unless (i) shareholders, other than holders of Unsold Shares, owning a majority of the outstanding shares of the Lessor have given notice of intent to cancel their respective leases; or (ii) the Condominium terminates because of casualty loss or condemnation or by withdrawal of the Property from the provisions of the Condominium Act, as provided in the Condominium Declaration; or (iii) until at least five years after the Closing Date, all Unsold Shares constitute fifteen per cent or less of the outstanding shares of the Lessor and the holder of Unsold Shares pays to the Lessor a sum determined by multiplying the monthly maintenance in effect when the lease is cancelled by 24 and delivers to Lessor the Lessee's counterpart of this lease with a written assignment in form required by the Lessor, in blank, free from all liens, encumbrances and other charges whatsoever, other than a tenancy which was in existence when this lease was executed, and the Lessee's certificate for his shares of the Lessor endorsed in blank for transfer and with all necessary transfer stamps affixed and with payment of any transfer taxes due thereon.

If such Lessee is not otherwise in default hereunder and if the Lessee shall have complied with all of the foregoing provisions, then this lease shall be cancelled and all rights, duties and obligations of the parties hereunder shall cease as of the date of such compliance and the shares of the Lessor shall become the absolute property of the Lessor, provided, however, that the Lessee shall not be released from any indebtedness owing to the Lessor on said date.

Rent Applications

(f) If a Lessee who is a holder of Unsold Shares is required, or desires, to file an application or other document with any agency administering any type of rent control (including the present Rent Control Laws and Regulations or RSL and Code, or any amendments to such laws or similar legislation), the Lessor shall cooperate, and use reasonable efforts to exercise its rights under the Condominium Declaration to cause the Condominium to cooperate, in all respects, including the furnishing of information and access to and/or copies of all books, records and documents reasonably required in connection therewith, and the filing by, and in the name of, the Lessor or the Condominium, of documents required to be filed by it in connection therewith. The holder of Unsold Shares will pay to the Lessor or the Condominium any expenses they incur in complying with the foregoing.

Rent Abatements

(g) If shares allocated to an apartment which is the subject of a rent exemption order issued pursuant to Section Y 51 - 5.0(n) of the Rent Regulations or Section YY 51 - 4.1 of the RSL or any similar provision of law are owned by a holder of Unsold Shares, the Lessor shall file all documents necessary to obtain a tax abatement pursuant to Section YY 51 - 5.1 of the Rent Regulations of Section YY 51 - 4.1 (2) (b) (iv) of the RSL or any similar provision of law, and the maintenance payable by the owner of such shares will be reduced to the extent of any tax abatement received.

Cooperation of Lessor

(h) The Lessor will cooperate with Lessees who are holders of Unsold Shares in connection with the sale of their shares or the subleasing of the apartments to which the shares are allocated and in connection with the filing of requisite amendments to the Offering Plan. Such cooperation shall include the furnishing of all relevant information concerning the Residential Unit and its operation and the furnishing of all required documents. If such documents are not in existence, the holders of Unsold Shares requesting them shall pay the cost of their preparation.

Furnishing of Services Required by Law

(i) The Lessor shall be required to furnish or use reasonable efforts to exercise its rights under the Condominium Declaration to cause the Managers to furnish to tenants of apartments owned by holders of Unsold Shares all services to which they are entitled under the Rent Control Laws and Regulations or the RSL and Code, as the case may be, or amendments thereto, or similar legislation, except services which the holder of Unsold Shares or Purchasers for Investment or Resale are required to furnish by his proprietary lease.

Continuation of Existing Services

(j) Until all Unsold Shares have been sold to purchasers for occupancy, the Lessor shall not and shall use reasonable efforts to exercise its rights under the Condominium Declaration to cause the Managers not to eliminate or diminish any existing services unless the Directors elected by the holders of Unsold Shares consent thereto, or, if there are no such Directors, the holders of Unsold Shares consent thereto.

Right to Change Apartments

(k) If the Lessee is a holder of Unsold Shares, the Lessee shall have the right to subdivide or combine apartments without obtaining the Lessor's consent, but not without obtaining the consent of the Condominium if required by the Condominium Declaration, provided such work is performed in full compliance with all legal requirements and the resulting changes do not overload existing wires or equipment in the Residential Unit or the Building and do not encroach or impinge upon the public areas of either.

Right to Make Alterations

(l) Notwithstanding the provisions of Paragraph 21(a) of this lease, if the Lessee is a holder of Unsold Shares, the Lessee shall have the right to make alterations or additions in or to his Apartment (and to its fixtures and equipment) without obtaining the Lessor's consent, but not without obtaining the consent of the Condominium if required by the Condominium Declaration, provided such work is performed in full compliance with all legal requirements and the resulting changes do not overload existing wires or equipment in the Residential Unit or the Building, or encroach or impinge upon the public areas of either.

Control of Directors

(m) After the sale of 50% of the shares of the Lessor or after five years from the Closing Date, whichever is sooner, the Sponsor will immediately cause enough members of the Board of Directors controlled by it and Holders of Unsold Shares to resign so that the total members of the Board of Directors controlled by the Sponsor and Holders of Unsold Shares shall be equal to one less than a majority of the Board of Directors.

Appointment of Director

(n) So long as holders of Unsold Shares continue to own five per cent or more of the shares of the Lessor, but less than a sufficient number of shares to elect at least one director, they will have the right, for five years after the consummation of the Plan, jointly to designate one director.

Limitations of Rights Against Occupants

(o) If, at the date of the commencement of this lease, the person in possession or having the right to possession of the apartment is a Non-purchasing Tenant:

1. the Lessee who is the holder of the Unsold Shares allocated to the apartment will not have the right to evict the tenant at any time, for any reason, including Lessee occupancy, other than non-payment of rent, illegal use and occupancy of the apartment, refusal of reasonable access to the Lessee or similar breaches by the tenant of his obligations to the Lessee, refusal to execute a renewal lease at such rental and for such term as may be allowable by applicable law or regulation, or his failure to maintain the apartment at all times as his primary residence;

2. the apartment will continue to be subject to the Rent Control Laws and Regulations or the RSL and Code, as the case may be, as to rentals and continued occupancy;

3. if the Rent Control Laws and Regulations or the RSL and Code are eliminated or become inapplicable, the tenant may not be subjected to unconscionable increases beyond ordinary rentals for comparable apartments, considering in determining comparability such factors as building services, level of maintenance and operating expenses.

(p) The provisions of the above subparagraph (o) are intended for the benefit of the Non-purchasing Tenant and may not be amended to eliminate, diminish or otherwise change any of the rights or privileges of the tenant. They are not intended to abrogate any rights of the Lessee as against the Lessor.

Appointment of Managing Agent

(q) A Lessee who is the holder of the Unsold Shares allocated to the apartment of a Non-purchasing Tenant shall irrevocably appoint the Lessor's Managing Agent, or the Lessor, if there is no Managing Agent, for so long as the occupancy of the Non-purchasing Tenant continues, as his agent to perform for his account and at his expense, all services required to be furnished or performed by him as landlord under the Non-purchasing Tenant's lease and the Rent Control Laws and Regulations or RSL and Code, as the case may be, that are not to be provided by the Managers pursuant to the Condominium Declaration or the Lessor under this lease. The Lessee will not be required to pay a fee for the services which the Managing Agent or the Lessor are required to perform.

Obligation to Amend Offering Plan

(r) If the Lessee is a holder of Unsold Shares, he shall amend the Offering Plan to provide current and accurate information until all of the apartments for which he owns shares have been sold to bona fide purchasers and to provide prospective purchasers of the apartments with copies of the Offering Plan and all filed amendments.

Sales Office

(s) Each holder of Unsold Shares shall have the right to (a) use one or more Unsold Apartments as a model or an office (or both) in connection with the sale or subletting of the Unsold Apartments, provided such use does not violate the zoning laws and (b) to display "For Sale" and "For Rent" signs and similar promotional signs and material on or about the exterior of the Buildings, the lobby and the Unsold Apartments.

Additional Rights

(t) If any provision of the Offering Plan grants any additional rights or privileges to holders of Unsold Shares, those provisions shall be deemed to be incorporated in this lease and holders of Unsold Shares shall be entitled to those respective rights and privileges as if those provisions were expressly set forth in this lease.

Inconsistencies

(u) If there are any inconsistencies between this lease and the Offering Plan with respect to the rights, privileges or obligations of holders of Unsold Shares, the provisions of the Offering Plan shall control.

Consent Required For Changes In Lease

(v) Anything contained in this lease to the contrary notwithstanding, without the consent of a Lessee who is a holder of Unsold Shares, no change in the form, terms or conditions of the lease shall (1) affect his rights to sublet the apartment or to assign this lease; or (2) eliminate or modify any other of his rights or privileges.

Power of Attorney

(w) Lessor hereby irrevocably makes, constitutes and appoints Lessor's grantor, i.e., the Sponsor of the Offering Plan, with full power of substitution, as the true and lawful attorney-in-fact of Lessor with full power, from time to time, in the name, place and stead of Lessor to (i) execute and record or file on behalf of Lessor any document required to be executed by Lessor contemplated by this Paragraph 38; (ii) sign, execute, acknowledge, swear to, verify, deliver, file, record and publish or perform any one or more of the foregoing acts in the event that Lessor fails to adequately or timely perform any one or more of its obligations pursuant to this Paragraph 38; and (iii) take any other action contemplated by this Paragraph 38. This power of attorney is hereby declared to be irrevocable, with full power of substitution, and coupled with an interest. This power of attorney shall survive bankruptcy of Lessor and shall extend to and be binding upon the successors and assigns of Lessor. This power of attorney may be exercised by any substitute designated by the Sponsor. A facsimile signature shall be effective if so affixed.

Damages

(x) Lessor expressly acknowledges and agrees that in the event that Lessor fails to timely perform its obligations to the holders of Unsold Shares as set forth in this Paragraph 38, Lessor shall be obligated to pay damages in an amount equal to the sum of (i) any and all consequential damages, including, but not limited to, a reimbursement of lost profits, costs and expenses, reasonable attorneys fees and out of pocket expenses, plus interest at the rate of prime plus 3% to accrue from the later of the date of request or the date such obligation was first incurred, and (ii) an additional penalty in the amount of $2,500.00 for each of such events.

Rights of Lessor's Grantor(s) After Lessee's Default

(y) If the Lessee is a holder of Unsold Shares and has defaulted in complying with any obligation under this lease, including the obligation to pay all Maintenance Charges and assessments thereunder, and Lessor's grantor(s) incurs any costs or expenses as a result of its guaranty of such holder's obligations in the Offering Plan, Lessor's grantor(s) will have a lien upon such Unsold Shares to secure repayment to it of any costs or expenses incurred, which lien may be foreclosed on in the same manner as a mortgage and/or secured interest in such Unsold Shares and this lease. The rights of Lessor's grantor(s) shall be the same as those granted to the Lessor after Lessee's default in Paragraphs 32 and 34 hereof.

Broker-Dealer Registration

(z) A holder of Unsold Shares must register as a broker-dealer pursuant to section 359-e of the General Business Law unless he is already registered. A holder of Unsold Shares must furnish to the New York State Department of Law all information required of a principal of a sponsor, including (i) a broker-dealer registration statement (Form M-10), (ii) a registrant information form (Form RI-1), (iii) an affidavit that his net worth is sufficient to meet all obligations he assumes as a holder of Unsold Shares and (iv) an affidavit with respect to prior offerings.

Foreclosure - Receiver of Rents

39. Notwithstanding anything contained in this lease, if any action shall be instituted to foreclose any mortgage on the Residential Unit or leasehold of the Residential Unit, the Lessee shall, on demand, pay to the receiver of the rents appointed in such action rent, if any, owing hereunder on the date of such appointment and shall pay thereafter to such receiver in advance, on the first day of each month during the pendency of such action, as rent hereunder, the rent for the Apartment as last determined and established by the Directors prior to the commencement of said action, and such rent shall be paid during the period of such receivership, whether or not the Directors shall have determined and established the rent payable hereunder for any part of the period during which such receivership may continue. The provisions of this Paragraph are intended for the benefit of present and future mortgagees of the Residential Unit or a leasehold of the Residential Unit and may not be modified or annulled without the prior written consent of any such mortgage holder.

To Whom Covenants Apply

40. The references herein to the Lessor shall be deemed to include its successors and assigns, and the references herein to the Lessee or to a shareholder of the Lessor shall be deemed to include the executors, administrators, legal representatives, legatees, distributees and assigns of the Lessee or of such shareholder; and the covenants herein contained shall apply to, bind and enure to the benefit of the Lessor and its successors and assigns, and the Lessee and the executors and administrators, legal representatives, legatees, distributees and assigns of the Lessee, except as hereinabove stated.

Waiver of Trial by Jury

41. To the extent permitted by law, the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the Lessee's use or occupancy of the Apartment, or any claim of damages resulting from any act or omission of the parties in any way connected with this lease or the Apartment.

Lessor's Additional Remedies

42. In the event of a breach or threatened breach by Lessee of any provision hereof, the Lessor shall have the right of injunction and the right to invoke any remedy at law or in equity, as if re-entry, summary proceedings and other remedies were not herein provided for, and the election of one or more remedies shall not preclude the Lessor from any other remedy.

Lessee More Than One Person

43. If more than one person is named as Lessee hereunder, the Lessor may require the signatures of all such persons in connection with any notice to be given or action to be taken by the Lessee hereunder, including, without limiting the generality of the foregoing, the surrender or assignment of this lease, or any request for consent to assignment or subletting. Each person named as Lessee shall be jointly and severally liable for all of the Lessee's obligations hereunder. Any notice by the Lessor to any person named as Lessee shall be sufficient, and shall have the same force and effect, as though given to all persons named as Lessee.

Condominium Declaration

44. This lease and all of the provisions herein, and all of Lessee's rights and obligations hereunder, are subject and subordinate to the Condominium Declaration, and the Lessee agrees to abide by and be bound by such provisions. Except as otherwise expressly provided herein, if there is any conflict or inconsistency between any provision of this lease and any provision of the Condominium Declaration, the provisions of the Condominium Declaration shall prevail and be controlling.

Gas or Electricity Charges

45. If at any time or times during the term of this lease the consumption of gas or electricity, or both, in the apartment is measured by a meter which also measures consumption outside the apartment, the Lessor may determine from time to time by resolution of the Directors, the charges, if any, to be paid by the Lessee on account of the consumption in the apartment of gas or electricity, or both, and any such charges shall be payable monthly in advance or in such payments or installments as shall be required by the Directors, and at such times as shall be provided in such resolution.

Such charges may be determined in the proportion that the number of shares of Lessor allocated to the apartment bears to all shares of Lessor then issued and outstanding, or in the approximate proportion that the floor area of the apartment bears to all floor areas measured by such meter, or such other equitable method as may be determined by the Directors.

Senior Citizen Rent Increase Exemption

46. If the apartment is occupied by a Non-purchasing Tenant and is the subject of a rent exemption order under Section Y51 - 5.0(n) or Section YY51 - 4.1 of the New York City Administrative Code or any similar provision of law, the Lessor shall apply for the abatement pursuant to the related sections of the New York City Administrative Code or any similar provision of law, and the amount of the maintenance charges payable by the Lessee shall be reduced to the extent of any tax abatement received as a result of such application. The Lessor shall not be obligated to engage in litigation to secure such tax exemption. The Lessee shall reimburse the Lessor for reasonable costs incurred in connection with the application. The maintenance charges payable by the Lessee shall continue to be reduced by the amount of such tax abatement for so long as such tax abatement shall continue.

Section J-51 Work by Holders of Unsold Shares

47. If any work is performed by the holders of Unsold Shares on the Buildings which would entitle the Lessor to receive tax benefits under Section J51 - 25 of the Administrative Code of the City of New York ("Section J - 51") or any similar provision of law, the Lessor, upon the request of the holder of Unsold Shares performing such work, shall apply for the tax benefits pursuant to Section J - 51 or any similar provision of law, at the Lessor's cost and expense. The Lessor shall not be obligated to engage in litigation to secure such tax benefits. The Lessor shall also execute such documents and take such other actions as may be required by its shareholders to effect such adjustment of the rents of Non-purchasing Tenants as may be permitted by law as a result of the work performed on the buildings. The costs incurred by the Lessor to effect such adjustments of rent shall be borne by the affected shareholder.

Effect of Partial Invalidating

48. If any clause or provision herein contained shall be adjudged invalid, the same shall not affect the validity of any other clause or provision of this lease, or constitute any cause of action in favor of either party as against the other.

Marginal Headings

49. The marginal headings of the several paragraph of this lease shall not be deemed a part of this lease.

Changes To Be Made In Writing

50. The provisions of this lease cannot be changed orally.

IN WITNESS WHEREOF, the parties have executed this lease.

LONDON TERRACE TOWERS OWNERS, INC.

By __________
President
Secretary

__________ (L.S.)

__________ (L.S.)
Lessee

STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)

On the __________ day of __________ in the year 19__, before me personally appeared __________, to me known, who being by me duly sworn, did depose and say that he resides at __________; that he is the __________ of London Terrace Towers Owners, Inc., the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

__________

STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)

On the __________ day of __________ in the year 19__, before me personally appeared __________, to me personally known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that __________ executed the same.

__________

STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)

On the __________ day of __________ in the year 19__, before me personally appeared __________, to me personally known and known to me to be the individual described in and who executed the foregoing instrument, and duly acknowledged to me that __________ executed the same.

__________