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                                                                Exhibit 10.1


 
                   Extension of Contract for Managing Agent

Agreement made as of the first day of July 1998, by and between Knickerbocker 
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Village, Inc., Owner, and Cherry Green Property Corp. Managing Agent for the 
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premises known as Knickerbocker Village 10 Monroe Street, N.Y.C.   HCLD #9
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                     (Address and Location)                        Project #

Whereas, the parties have previously entered into a Contract for Managing Agents
as of July 1, 1983 with subsequent extensions to June 30, 1998, and wish to
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extend further the Contract, it is agreed that:

  1.  The Contract is extended for twelve (12) months, from July 1, 1998 to 
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      June 30, 1999.
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  2.  Article 5.1(a) of the Owner-Agent Agreement is amended as follows:

        Managing Agent Fee - $74,142.00 per month.  This amount represents
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        the sum of:

        $66,896.00 the Project's Base Rate; plus
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        $ 7,246.00 the Project's Administrative Expense Fee.
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  3.  Article 5.1(c) of the Owner-Agent Agreement is amended as follows:

      Site Manager Reimbursement for the year ending June 30, 1999 is 
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      $59,759.58 per year payable in equal monthly installments, in accordance
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      with the attached schedule of salary and fringe benefits.

  4.  The Management Plan [_] has [X] has not been amended.  If amended, the 
      pages on which changes have been made are attached.

  5.  Unless thirty (30) days prior to the expiration of this contract, either
      the owner or the agent gives thirty (30) days written notice to the other
      party and DHCR of its intention not to renew, or DHCR gives such thirty
      (30) days written notice to both parties, this contract shall be extended
      on the same terms and conditions for an additional 12 months ending June
      30, XX00. The monthly managing agent fee for the extended year shall be
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      the fee agreed to in Article 5.1(a) above, modified by any DHCR authorized
      increments or by any lesser amount agreed to by the owner and the agent,
      or by other adjustments provided for by DHCR.

  6.  Other (Use attachments if necessary). ____________________________________

________________________________________________________________________________

we hereby certify that the information listed below is true and correct.

  a.  There is a Fidelity Bond for at least 25% of the annual rent not insuring 
      both the Owner and the Managing Agent.

  b.  There is a current Broker's License in the name of the Managing Agent.

  c.  The Site Manager was hired on 1/87 and [X] is currently certified
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      by National Assn of Homebuilders or [_] is not certified.
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OWNER:  Knickerbocker Village, Inc.        AGENT:  Cherry Green Property Corp.
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        /s/                 10/21/98              /s/                  10/21/98
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           Signature         Date                  Signature             Date 



             Treasurer                                   Vice-President
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         Name/Title (Please Type)                   Name/Title (Please Type)