Agreement

    


    


    Bauman
      34th
      Street,
      LLC

    and

    Goldberg
      34th
      Street,
      LLC

    Seller

     

    and

     

    504-514
      West 34th
      Street
      Corp.

    Buyer

    


    


    _________________________________________________

     

    Property

     

    516
      West
      34th
      Street

    New
      York,
      NY 10001

     

    _________________________________________________

     

    Date:
      July __, 2008

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

    


    Page

    


    
      	
              1.

            	
              Basic
                Terms and Definitions

            	
              1

            
	
              2.

            	
              The
                Property

            	
              2

            
	
              3.

            	
              Purchase
                Price

            	
              2

            
	
              4.

            	
              Apportionments;
                Miscellaneous Payments

            	
              2

            
	
              5.

            	
              Title

            	
              4

            
	
              6.

            	
              Closing;
                Consent of Lender

            	
              6

            
	
              7.

            	
              Closing
                Deliveries

            	
              7

            
	
              8.

            	
              Representations

            	
              8

            
	
              9.

            	
              Condition
                of the Property

            	
              10

            
	
              10.

            	
              Risk
                of Loss

            	
              11

            
	
              11.

            	
              Default

            	
              12

            
	
              12.

            	
              Assignment

            	
              12

            
	
              13.

            	
              Broker

            	
              12

            
	
              14.

            	
              Notices

            	
              13

            
	
              15.

            	
              Escrow

            	
              13

            
	
              16.

            	
              Miscellaneous

            	
              15

            


    

    


    Exhibit
      A
      - Land

    Exhibit
      B
      - Leases

    Exhibit
      C
      - Permitted Encumbrances

    Exhibit
      D
      - Service Contracts

    Exhibit
      E
      - Employees

    Exhibit
      F
      - Loan Documents

    Exhibit
      G
      - Tenancy-in-Common Agreement

    Exhibit
      H
      - Net Lease Agreement

    Exhibit
      I
      - Letter

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Agreement

     

    1. Basic
      Terms and Definitions

     

    1.1 Date
      of this Agreement.
      July
      __, 2008

     

    1.2 Seller.
      Bauman
      34th
      Street,
      LLC (“Bauman Seller”) and Goldberg 34th
      Street,
      LLC (“Goldberg Seller”), both Delaware limited liability companies

     

    1.3 Buyer.
      504-514
      West 34th
      Street
      Corp., a Maryland corporation

     

    1.4 Land.
      The
      land described on Exhibit
      A
      to this
      Agreement

     

    1.5 Purchase
      Price.
      $128,000,000.00 

     

    1.6 Deposit.
      $12,800,000.00, plus interest, if any

     

    1.7 Escrow
      Agent.
      Goulston & Storrs, P.C.

     

    1.8 Closing
      Date.
      The
      date which is seven business days following the date Seller obtains the consent
      of the holder of the Loan Documents (“Lender”), subject to Subsection
      6.1.2.

     

    1.9 Closing
      Location.
      Goulston & Storrs, P.C., 750 Third Avenue, New York, NY 10017.

     

    1.10 Broker.
      None

     

    1.11 Notice
      Addresses and Tax Identification Numbers.

     

    (a) Seller.
      Bauman
      34th
      Street,
      LLC, c/o Patricia Bauman, The Bauman Foundation, Jewett House, 2040 S Street,
      N.W., Washington, D.C. 20009-1110; Tax ID No. 90-0084824, with a copy to
      Goulston & Storrs, P.C., 750 Third Avenue, New York, NY 10017, attention:
      Mitchell N. Baron, Esq.; and Goldberg 34th
      Street,
      LLC, c/o Jack Anfang, 6140 Evian Place, Boynton Beach, FL 33437 and 139 Hadden
      Road, New Hyde Park, NY 11040; Tax ID No. 01-0781561, with a copy to Graubard
      Miller, 405 Lexington Avenue, New York, NY 10174, attention: Lester N. Henner,
      Esq.

     

    (b) Buyer.
      504-514
      West 34th
      Street
      Corp., c/o Coach, Inc., 516 West 34th
      Street,
      New York, NY 10001, attention: General Counsel; Tax ID No. 42-1674764, with
      a
      copy to Phyllips Lytle, LLP, 437 Madison Avenue, New York, NY 10022, attention:
      Kenneth R. Crystal, Esq.

     

    (c) Escrow
      Agent.
      Goulston & Storrs, P.C., 750 Third Avenue, New York, NY 10017, attention:
      Mitchell N. Baron, Esq.

     

    1.12 Certain
      Defined Terms.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a) Leases.
      The
      occupancy agreements described on Exhibit
      B
      to this
      Agreement.

     

    (b) Permitted
      Encumbrances.
      The
      matters described on Exhibit
      C
      to this
      Agreement.

     

    (c) Service
      Contracts.
      The
      contracts described on Exhibit
      D
      to this
      Agreement.

     

    (d) Employees.
      The
      employees listed on Exhibit
      E
      to this
      Agreement.

     

    (e) Loan
      Documents.
      The
      documents listed on Exhibit
      F
      to this
      Agreement.

     

    1.13 Other
      Defined Terms.

     

    (a) Closing.
      Section
      6.1

     

    (b) Equipment.
      Section
      2.1

     

    (c) Improvements.
      Section
      2.1

     

    (d) Property.
      Section
      2.1

     

    (e) Rents.
      Section
      4.1

     

    (f) Survival
      Period.
      Section
      8.3

     

    2. The
      Property.

     

    2.1 The
      Property.
      Seller
      shall sell to Buyer, and Buyer shall purchase from Seller, the Land and the
      buildings and improvements on the Land (collectively, the “Improvements”; the
      Land and the Improvements, collectively, the “Property”), together with all of
      Seller’s right, title and interest, if any, in and to (a) any land lying in the
      bed of any street, opened or proposed, adjoining the Land, to the center line
      thereof, (b) any unpaid condemnation award with respect to the Land or the
      Improvements by reason of the change of grade of any street, (c) any strips
      and
      gores adjoining the Land, (d) any rights relating to the Land or the
      Improvements, (e) the Leases, (f) the Service Contracts, (g) all fixtures,
      equipment and personal property used in connection with the Land or the
      Improvements (the “Equipment”), and (h) all intangible property used in
      connection with the Land or the Improvements.

     

    3. Purchase
      Price.

     

    3.1 Payment.
      The
      Purchase Price for the Property shall be paid by Buyer to Seller as follows:
      (a)
      the Deposit shall be paid on the execution and delivery of this Agreement by
      Buyer, by certified check of Buyer or official bank check drawn on or by a
      bank
      which is a member of the New York Clearing House Association, L.L.C. to the
      order of Escrow Agent, or, at Seller’s option, by a wire transfer to the account
      of Escrow Agent, the receipt of which is hereby acknowledged, to be held in
      escrow by Escrow Agent in accordance with this Agreement; (b) $92,200,000.00
      shall be paid at the Closing, by one or more certified checks of Buyer or
      official bank checks drawn on or by a bank which is a member of the New York
      Clearing House Association, L.L.C., or by wire transfers, to payees, as
      requested by Seller at least one day prior to the Closing Date; and (c)
      $23,000,000.00 shall be paid by Buyer accepting title to the Property subject
      to
      the Loan Documents, provided, however, that if Seller shall prepay any portion
      of the principal of the Loan Documents at or prior to the Closing, an amount
      equal to the amount of principal prepaid shall be added to the amount payable
      pursuant to clause (b) of this Section. 

     


    
      
        
        

      

      
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    4. Apportionments;
      Miscellaneous Payments.

     

    4.1 Income
      and Expenses.
      All
      income and expenses applicable to the Property shall be apportioned between
      Seller and Buyer as of the Closing Date, including the following items:


     

    4.1.1 Rents.
      Rent,
      additional rent and all other charges under the Leases (“Rents”), as and when
      collected, subject to the provisions of this Article.

     

    (a) Delinquent
      Rents.
      At the
      Closing, Seller shall deliver to Buyer a list of all tenants under the Leases
      who are delinquent in the payment of Rents, the amount of each delinquency,
      and
      the period to which each delinquency is attributable. Any Rents collected by
      Buyer after the Closing from any delinquent tenant, net of reasonable
      out-of-pocket expenses incurred by Buyer to collect such Rents, shall be applied
      in the following order of priority: first, to delinquent Rents for the month
      in
      which the Closing occurs; second, to delinquent Rents for the month prior to
      the
      month in which the Closing occurs; third, to then current Rents due from such
      tenant; and last, to delinquent Rents for all other months prior to the month
      in
      which the Closing occurs. Buyer shall, at Seller’s request, submit to delinquent
      tenants invoices for Rents to which Seller is entitled. If any such Rents are
      collected by Buyer, Buyer shall promptly pay to Seller the portion to which
      Seller is entitled. Seller shall have the right, subsequent to the Closing,
      to
      collect any such Rents not collected by Buyer directly from the tenants, and
      to
      commence an action against the tenants for such collection, but any such action
      shall not include an eviction of any such tenants. Buyer shall reasonably
      cooperate with Seller in connection with Seller’s efforts to collect any such
      Rents not collected by Buyer.

     

    (b) Unbilled
      Rents.
      At the
      Closing, Seller shall deliver to Buyer a list of all Rents payable under the
      Leases which are either billed but not due, or are unbilled, as of the Closing
      Date. To the extent such Rents are unbilled, the list shall contain only a
      description of the nature of the unbilled Rents since the actual amounts may
      not
      be known until after the Closing. To the extent Seller shall have received
      any
      sums on account of any such Rents, such sums shall be set forth on the list
      and
      Seller shall be entitled to retain the same as a payment on account of such
      Rents due to Seller. Upon the determination by Buyer (with the reasonable
      approval of Seller) of the amounts of such Rents, bills therefor shall be
      delivered to the tenants. The first amounts collected by Buyer in respect of
      such Rents shall be deemed to be in payment of the amounts remaining due and
      payable to Seller. If any such Rents are collected by Buyer, Buyer shall
      promptly pay to Seller the portion to which Seller is entitled. Seller shall
      have the right, subsequent to the Closing, to collect any such Rents not
      collected by Buyer directly from the tenants, and to commence an action against
      the tenants for such collection, but any such action shall not include an
      eviction of any such tenants. Buyer shall reasonably cooperate with Seller
      in
      connection with Seller’s efforts to collect any such Rents not collected by
      Buyer.

     


    
      
        
        

      

      
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    4.1.2 Real
      Estate Taxes.
      Real
      estate taxes on the basis of the fiscal year for which assessed. If the Closing
      shall occur before the tax rate is fixed, the apportionment of real estate
      taxes
      shall be on the basis of the tax rate for the immediately preceding fiscal
      year
      applied to the latest assessed valuation, subject to final adjustment when
      the
      tax rate is fixed for the fiscal year in which the Closing occurs. Seller shall
      have the right to prosecute subsequent to the Closing any pending tax certiorari
      proceedings for the fiscal year in which the Closing occurs and all prior fiscal
      years. Any refunds obtained for any fiscal years prior to the fiscal year in
      which the Closing occurs, shall be paid to Seller. Any refund obtained for
      the
      tax year in which the Closing occurs, net of the reasonable expenses incurred
      in
      obtaining such refund, shall be paid to Buyer to the extent of the amount
      thereof which is payable to the tenants under the Leases, and the balance
      thereof, if any, shall be apportioned between Seller and Buyer. Seller shall
      request from the attorney representing Seller, and if received, shall deliver
      to
      Buyer at the Closing, a letter outlining the status of any pending tax
      certiorari proceedings, but the failure to obtain that letter shall not be
      a
      condition to the Closing, a default by Seller or entitle Buyer to any remedies,
      and this Agreement shall remain in full force and effect according to its
      terms.

     

    4.1.3 Water
      and Sewer.
      Water
      and sewer charges and rents on the basis of the fiscal year for which assessed.
      If there are water or gas meters, Seller shall furnish readings to a date not
      more than 30 days prior to the Closing Date, and the unfixed meter charges
      and
      the unfixed sewer rents, if any, based thereon for the intervening period shall
      be apportioned on the basis of such last reading. If, however, the meters are
      read on the Closing Date, the billing is switched to Buyer as of the Closing
      Date, or any such charges or rents are payable by any tenant under a Lease,
      such
      charges or rents shall not be apportioned.

     

    4.1.4 Service
      Contracts.
      All
      charges, advance payments and deposits under the Service Contracts.

     

    4.1.5 Fuel.
      Fuel
      (including sales tax) based on a reading obtained by Seller and the last price
      paid by Seller for fuel.

     

    4.1.6 Employees.
      Salaries, wages, payroll costs and taxes, vacation pay, union benefits and
      other
      fringe benefits, including, without limitation, welfare and pension
      contributions, with respect to the Employees.

     

    4.1.7 Leasing
      Commissions.
      All
      leasing commissions and any installment thereof on account of Leases made after
      the date of this Agreement, whether or not the same are due and payable prior
      to, on or after the Closing Date shall be paid by Buyer at such time as they
      are
      due and payable. If prior to the Closing Seller shall pay any leasing commission
      or any installment thereof which is the obligation of Buyer, Buyer shall
      reimburse Seller at the Closing.

     

    4.1.8 Interest
      on Loan Documents.
      Interest on the Loan Documents.

     

    4.2 Miscellaneous
      Payments.

     

    4.2.1 In
      addition to any other payments under this Agreement, at the Closing, an amount
      equal to all reserves, escrows and other cash applicable to the Property held
      by
      Lender shall be paid by Buyer to Seller, as evidenced by a statement of Lender
      or, if Lender shall refuse to give such statement, then by a statement of the
      managing agent for the Property, in the same manner as the balance of the cash
      portion of the purchase price is paid by Buyer to Seller. Any reserves, escrows
      or other cash applicable to the Property and not held by the Lender shall be
      distributed to Seller at or prior to the Closing.

     


    
      
        
        

      

      
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    4.2.2 At
      the
      Closing, Buyer shall arrange for Coach, Inc. to pay all rents due under the
      lease held by Coach, Inc. of a portion of the Property to the Closing Date,
      to
      be apportioned pursuant to this Article.

     

    4.3 Customs.
      Except
      as otherwise provided in this Agreement, the apportionments shall be made as
      of
      the date immediately preceding the Closing Date and otherwise in accordance
      with
      the customs in respect to title closings recommended by the Real Estate Board
      of
      New York, Inc.

     

    4.4 Errors.
      Any
      errors in calculating the apportionments shall be corrected as soon as
      practicable following the Closing.

     

    4.5 Survival.
      The
      provisions of this Article shall survive the Closing.

     

    5. Title.
      

     

    5.1 Permitted
      Encumbrances.
      The
      Property shall be conveyed subject to the Permitted Encumbrances.

     

    5.2 Title
      Report.
      Buyer
      shall, promptly after it executes this Agreement, order and deliver to Seller
      a
      title search of the Land and Improvements, together with notice of any
      objections which Buyer may have with respect to title which are not Permitted
      Encumbrances or which Seller is not required to remove pursuant to any provision
      of this Agreement. Seller shall be entitled to reasonable adjournments of the
      Closing (not to exceed 180 days) in order to remedy any such objections. Buyer
      shall be responsible for all charges and premiums in connection with its title
      search, title insurance policy and survey, if any. 

     

    5.3 Inability
      to Convey.
      Notwithstanding any provision of this Agreement to the contrary, if Seller
      is
      unable to convey the Property in accordance with this Agreement, the sole
      obligation and liability of Seller shall be to permit Escrow Agent to pay to
      Buyer the Deposit, and for Seller to pay to Buyer the cost paid by Buyer for
      Buyer’s title search and survey, if any, whereupon this Agreement shall be
      deemed terminated and Seller and Buyer shall be released of all obligations
      and
      liabilities under this Agreement, except those that are stated to survive the
      termination of this Agreement. Buyer shall have no further rights of action
      against Seller, in law or in equity, for damages or specific performance. Buyer
      shall have the right, however, to accept such title as Seller can convey, in
      which event Seller shall make the deliveries provided in this Agreement to
      Buyer, to the extent Seller is able to do, and there shall be no reduction
      of
      the Purchase Price. Seller shall not be required to take any action, to
      institute any proceedings or to incur any expense in order to remedy any
      objections to title. If Seller shall elect not to take any action, institute
      any
      proceeding or incur any expense to remedy any objection to title, Seller shall
      be deemed unable to convey the Property in accordance with the terms of this
      Agreement, provided, however, Seller (or, if caused by only one Seller, the
      responsible Seller) shall be required to remove of record the following liens
      (unless any of such liens are Permitted Encumbrances or Seller is not required
      to remove any such liens pursuant to any express provision of this Agreement):
      (a) any mortgage on the Land or the Improvements other than the mortgages which
      are part of the Loan Documents; and (b) any lien voluntarily created by Seller
      after the date of this Agreement. The acceptance of the deed to the Land and
      the
      Improvements by Buyer shall be deemed full performance by Seller of all of
      Seller’s obligations under this Agreement, except those, if any, which are
      specifically stated in this Agreement to survive the Closing. Unless otherwise
      stated on this Agreement, no obligations, liabilities, representations or
      warranties of Seller shall survive the Closing. 

     


    
      
        
        

      

      
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    5.4 Violations.
      Notwithstanding any provision of this Agreement to the contrary, Seller shall
      not be obligated to comply with, or take any action or incur any expense in
      connection with, any violations of law, now or hereafter existing, and Buyer
      shall accept title to the Property subject to any such violations. 

     

    5.5 Emergency
      Repairs.
      Any
      obligations affecting the Property incurred under the Emergency Repairs
      provisions of the Administrative Code of the City of New York (Sections
      564-18.0, etc.) prior to the Closing shall be paid by Seller.

     

    5.6 Assessments.
      If, on
      the Closing Date, the Land or the Improvements are affected by any assessments
      by any government authority (a) Buyer shall accept title to the Property subject
      to any such assessments or installments thereof payable on or after the Closing
      Date and (b) any such assessments or installments thereof payable prior to
      the
      Closing Date shall be apportioned pursuant to Article 4.

     

    5.7 Removal
      of Liens and Encumbrances.
      If on
      the Closing Date there are any liens or encumbrances which Seller is obligated
      or elects to remove of record, same shall be deemed removed of record if Buyer’s
      title insurance company agrees, without additional premium, to insure (a) Buyer
      without exception for such liens and encumbrances or that same shall not be
      enforced against the Property and (b) Buyer’s lender, if any, without exception
      for such liens and encumbrances. 

     

    5.8 Survival.
      The
      provisions of this Article shall survive the Closing.

     

    6. Closing;
      Consent of Lender.

     

    6.1 Closing.
      

     

    6.1.1 The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place at the Closing Location, at 10:00 A.M. on the Closing Date (time
      being of the essence with respect to Buyer’s and Seller’s obligation to close on
      the date which is seven business days following that date), subject to any
      adjournments permitted under this Agreement. If the Closing shall not occur
      on
      the Closing Date, then for the purposes of this Agreement, the date on which
      the
      Closing occurs shall be deemed the Closing Date.

     

    6.1.2 Buyer
      acknowledges that each Seller owns a 50% interest in the Property as a
      tenant-in-common. Accordingly, notwithstanding any provision of this Agreement
      to the contrary, Seller and Buyer agree as provided in this
      Subsection.

     


    
      
        
        

      

      
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    (a) All
      payments by Buyer to Seller under this Agreement shall be made 50% to Bauman
      Seller and 50% to Goldberg Seller, subject to this Subsection.

     

    (b) All
      payments by Seller under this Agreement shall be made 50% by Bauman Seller
      and
      50% by Goldberg Seller, subject to this Subsection (except as expressly provided
      in this Agreement). Notwithstanding the foregoing, the liability of Seller
      under
      this Agreement shall be several, not joint and several, so that if only one
      Seller shall default under this Agreement only that Seller shall be liable
      for
      that default.

     

    (c) If
      Goldberg Seller desires to effectuate a tax-free exchange of its interest,
      Goldberg Seller shall have the right from time to time to adjourn the Closing
      of
      its interest (but not the Bauman Seller interest) to a date not later than
      the
      730th
      day
      following the date of the First Closing (as defined in paragraph (d) of this
      Subsection), provided that (i) Goldberg Seller shall give Buyer notice of the
      adjournment not less than five business days prior to the then scheduled Closing
      Date and (ii) the adjourned Closing Date shall be not less than 30 days
      following the then scheduled Closing Date. If Goldberg Seller shall adjourn
      the
      Closing of its interest, and thereafter request a Closing prior to the scheduled
      Closing Date, Buyer shall reasonably cooperate with Goldberg Seller to
      accommodate a reasonable acceleration of the Closing.

     

    (d) If
      Goldberg Seller shall adjourn the Closing of its interest, the Closing of the
      Bauman Seller interest (the “First Closing”) shall occur on the originally
      scheduled Closing Date and the Closing of the Goldberg Seller interest shall
      occur on the adjourned Closing Date (subject to further adjournments as provided
      in this Subsection), in accordance with this Agreement, except that the
      following shall apply:

     

    (i) The
      Purchase Price payable to each Seller shall be $64,000,000, the Deposit
      applicable to each Seller shall be $6,400,000 plus the interest thereon, if
      any,
      and the principal of the Loan Documents applicable to (and deducted from the
      Purchase Price of) each Seller shall be $11,500,000.

     

    (ii) At
      the
      First Closing, the Deposit applicable to Goldberg Seller shall be delivered
      by
      Escrow Agent named in this Agreement to an Escrow Agent designated by Goldberg
      Seller, which Escrow Agent shall, by accepting the Deposit applicable to the
      Goldberg Seller interest, be deemed to have agreed to the escrow provisions
      of
      this Agreement and the original Escrow Agent shall be released from all
      liabilities and obligations under this Agreement.

     

    (iii) The
      Closing of the Goldberg Seller interest shall occur at a Closing Location in
      New
      York City designated by Buyer’s lender or, if none, Goldberg
      Seller.

     

    (iv) At
      each
      Closing (A) each Seller shall convey to Buyer only its 50% tenant-in-common
      interest in the Property, (B) Buyer shall pay only the Purchase Price applicable
      to the interest of that Seller and (C) the apportionments and miscellaneous
      payments shall be made only with respect to the 50% interest in the Property
      which is conveyed; however, following the First Closing, the apportionments
      and
      miscellaneous payments shall be governed by the Net Lease.

     


    
      
        
        

      

      
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    (v) Following
      the First Closing, all references in this Agreement to (A) Seller, shall be
      deemed to refer solely to Goldberg Seller and (B) the Deposit, shall be deemed
      to refer solely to the sum of $6,400,000 plus the interest thereon, if
      any.

     

    (vi) Notwithstanding
      the provisions of this Agreement, if the First Closing occurs, 50% of the
      interest on the Deposit through the date immediately preceding the First Closing
      shall be paid to Bauman Seller at the First Closing, and if the Closing of
      the
      Goldberg Seller interest occurs, at that closing 50% of the interest on the
      Deposit through the date immediately preceding the First Closing shall be paid
      to Goldberg Seller and the balance of the interest shall be paid to
      Buyer.

     

    (vii) If,
      following the First Closing, the Closing of the Goldberg Seller interest fails
      to occur on or before the date which is 730 days following the date of the
      First
      Closing solely as the result of the default of Goldberg Seller (and Buyer is
      then ready, willing and able to close in accordance with this Agreement), then
      in addition to all other rights or remedies of Buyer, the Purchase Price for
      the
      Goldberg Seller interest shall be reduced by $2,000,000. 

     

    (viii) If,
      following the First Closing, the Closing of the Goldberg Seller interest fails
      to occur on or before the date which is 90 days following the date of the notice
      given by Goldberg Seller pursuant to the first sentence of Subsection 6.1.2(c)
      solely as the result of the default of Buyer (and Goldberg Seller is then ready,
      willing and able to close in accordance with this Agreement), then in addition
      to all other rights or remedies of Goldberg Seller, the Purchase Price for
      the
      Goldberg Seller interest shall be increased by $2,000,000.

     

    (ix) On
      the
      date of this Agreement, Goldberg Seller and Buyer have entered into the
      Tenancy-In-Common Agreement attached to this Agreement as Exhibit G (the “TIC
      Agreement”), the Net Lease Agreement attached to this Agreement as Exhibit H
      (the “Net Lease”) and the letter attached to this Agreement as Exhibit I (the
“Letter”), each effective as of the date of the First Closing, subject to the
      Consent (as defined in Subsection 6.2.1) and the occurrence of the First
      Closing. If the First Closing shall not occur, notwithstanding any provision
      of
      this Agreement, the TIC Agreement, the Net Lease or the Letter to the contrary,
      the TIC Agreement, the Net Lease and the Letter shall be deemed null and void
      and of no force or effect. Upon the completion of the First Closing, Goldberg
      Seller and Buyer shall execute and acknowledge a memorandum of this Agreement
      containing the information required by law and any other information which
      is
      acceptable to both parties, and any other documents required to record the
      memorandum. Buyer shall have the right, at its option and at its expense, to
      record the memorandum. If the Closing of the Goldberg Interest shall not occur
      and this Agreement is terminated, Buyer shall promptly return the original
      memorandum, if not recorded or, if recorded, execute, acknowledge and record
      a
      cancellation of the memorandum.

     

    (e) Buyer
      shall otherwise reasonably cooperate with Goldberg Seller in connection with
      the
      exchange, at no cost to Buyer and without Buyer incurring any additional
      obligations or liabilities.

     

    6.2 Consent
      of Lender.

     


    
      
        
        

      

      
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    6.2.1 This
      Agreement is subject to and conditioned on the receipt by Seller of the consent
      of Lender to the sale of the Property by Seller to Buyer, the TIC Agreement
      and
      the Net Lease (the “Consent”), on or before the date (the “Consent Date”) which
      is 90 days following the date of this Agreement. Seller may extend the Consent
      Date to the date which is 180 days following the date of this Agreement by
      giving notice of the extension to Buyer on or before the date which is 15 days
      prior to the original Consent Date.

     

    6.2.2 Promptly
      following the execution and delivery of this Agreement Seller shall request
      the
      Consent. Seller and Buyer shall (a) furnish the information, documents and
      other
      items required by the Loan Documents or Lender, including financial statements,
      (b) execute and deliver an agreement reasonably acceptable to Seller, Buyer
      and
      Lender under which Buyer assumes all of Seller’s obligations and liabilities
      under the Loan Documents and Seller is released from all obligations and
      liabilities under the Loan Documents and (c) otherwise cooperate in good faith
      with Lender to obtain the Consent. Buyer shall pay all fees, charges and
      expenses of Lender as required by the Loan Documents in connection with the
      Consent. 

     

    6.2.3 If
      Seller
      shall not receive the Consent on or before the Consent Date (as the same may be
      extended pursuant to this Section), this Agreement shall automatically
      terminate, Escrow Agent shall pay the Deposit to Buyer, and neither party shall
      have any further obligations or liabilities under this Agreement, except those
      that are expressly stated to survive the termination of this Agreement, unless
      Seller, at Seller’s expense, by notice to Buyer on or before the date which is
      15 days following Lender’s denial of the Consent, elects to prepay or defease
      the Loan Documents (in which event Buyer shall pay a portion of any prepayment
      fee or expense of defeasance up to the amount of the consent fee which otherwise
      would have been payable had Lender given the Consent). If Seller shall not
      elect
      to prepay or defease, Buyer may elect to do so, at Buyer’s expense, by notice to
      Seller on or before the 15th
      day
      following the end of Seller’s 10-day election period.

     

    7. Closing
      Deliveries.

     

    7.1 Seller’s
      Deliveries.
      At the
      Closing, Seller shall execute, acknowledge and deliver the items set forth
      in
      this Section.

     

    (a) A
      bargain
      and sale deed, without covenant against grantor’s acts, containing the covenant
      required by subdivision 5 of Section 13 of the Lien Law.

     

    (b) All
      tax
      and other forms required by any Federal, state or local government authority
      in
      connection with the transactions contemplated by this Agreement, together with
      certified or official bank checks to the order of the appropriate government
      authority for any conveyance or similar tax imposed by any Federal, state or
      local government authority in connection with the transactions contemplated
      by
      this Agreement. Buyer shall execute such forms and shall deliver the forms
      and
      the aforesaid checks to Buyer’s title insurance company for delivery to the
      appropriate government authority promptly after the Closing.

     

    (c) An
      assignment of the Leases, the security deposits under the Leases (which shall
      be
      paid by Seller to Buyer at the Closing) and the Service Contracts, without
      representation or warranty other than as specifically set forth in this
      Agreement, containing Seller’s agreement to indemnify, defend and hold harmless
      Buyer from and against all claims, actions, proceedings, losses, liabilities
      and
      expenses (including reasonable attorney’s fees) by reason of Seller’s failure to
      perform Seller’s obligations under the Leases (other than the Lease held by
      Coach, Inc. of a portion of the Property) or the Service Contracts accruing
      prior to the Closing Date (provided Buyer makes a claim against Seller prior
      to
      the expiration of the Survival Period). Buyer shall execute the assignment
      for
      the purpose of assuming Seller’s obligations under the Leases and the Service
      Contracts, and indemnifying, defending and holding harmless Seller from and
      against all claims, actions, proceedings, losses, liabilities and expenses
      (including reasonable attorneys’ fees) by reason of Buyer’s failure to perform
      Buyer’s obligations under the Leases or the Service Contracts accruing on or
      after the Closing Date. Notwithstanding the foregoing, any Service Contract
      that
      is cancellable without payment or penalty (unless paid by Buyer) shall be
      cancelled by Seller effective as of the Closing Date or the earliest date
      thereafter cancellation is permitted, if requested by Buyer not less than 10
      days prior to the Closing Date.

     


    
      
        
        

      

      
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    (d) A
      certification that Seller is not a “foreign person” as such term is defined in
      Section 1445 of the Internal Revenue Code of 1984, as amended, and the
      regulations thereunder, in the form required thereby.

     

    (e) Notices
      to the tenants under the Leases signed by Seller and Buyer advising the tenants
      of the conveyance to Buyer of Seller’s landlord’s interest and, where
      applicable, the security deposits.

     

    (f) A
      certificate of a member of Seller certifying that : (i) Seller is authorized
      to
      enter into and perform this Agreement; (ii) the Certificate of Formation of
      Seller has been filed in the proper office and is in full force and effect
      and
      (iii) the Members of Seller have consented to Seller’s entering into and
      performing this Agreement.

     

    (g) An
      assignment of the Loan Documents, without representation or warranty other
      than
      as specifically set forth in this Agreement, assigning to Buyer all of Seller’s
      right, title and interest in, to and under the Loan Documents, including all
      amounts (with the interest thereon) held in escrow or in a reserve by Lender
      in
      respect of the Property, which shall be paid by Buyer to Seller at the Closing
      in the same manner as the balance of the cash portion of the Purchase Price
      is
      paid by Buyer to Seller. Buyer shall execute the assignment for the purpose
      of
      assuming Seller’s obligations under the Loan Documents. 

     

    (h) A
      statement from Lender, dated within 30 days of the Closing Date, of the unpaid
      principal balance and accrued interest on the Loan Documents. Seller shall
      request that such statement include a statement of the balance of any escrows
      or
      reserves held by Lender, but the failure of Lender to include such statement
      shall not be a default under this Agreement or otherwise modify any obligation
      of Buyer under this Agreement, including the obligation to pay those escrows
      and
      reserves to Seller at the Closing or to close the transactions contemplated
      by
      this Agreement in accordance with this Agreement.

     

    (i) All
      employee and maintenance records, plans, specifications, licenses and permits
      relating to the Property in Seller’s possession or control.

     


    
      
        
        

      

      
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    (j) The
      letter referred to in Subsection 4.1.2, if obtained.

     

    (k) The
      estoppel letter referred to in Subsection 8.1.2., if obtained.

     

    (l) Any
      other
      deliveries required to be made by Seller pursuant to this
      Agreement.

     

    7.2 Buyer’s
      Deliveries.
      At the
      Closing, Buyer shall execute, acknowledge and deliver all documents, and make
      all of the other deliveries, required of Buyer pursuant to this Agreement,
      including payment of the balance of the Purchase Price and all other
      payments.

     

    7.3 Survival.
      The
      provisions of this Article shall survive the Closing.

     

    8. Representations.

     

    8.1 Seller’s
      Representations.
      Each
      Seller represents to Buyer for itself as set forth in this Section.


     

    8.1.1 Authorization.
      

    


    (a) Seller
      (i) is duly organized, validly existing and in good standing under the law
      of
      the State of its formation and (ii) has the power to perform Seller’s
      obligations under this Agreement. 

     

    (b) This
      Agreement is a valid and binding obligation of Seller, enforceable against
      Seller in accordance with its terms, subject to bankruptcy, reorganization
      and
      other similar laws affecting the enforcement of creditors’ rights
      generally.

     

    (c) The
      execution, delivery and performance of this Agreement in accordance with its
      terms (i) does not violate the constitutive documents of Seller, or any
      agreement, order, judgment or decree binding on Seller and (ii) have been duly
      authorized by all necessary action by Seller.

     

    8.1.2 Leases.
      A list
      of all of the Leases (but not subleases entered into by any tenants under the
      Leases) affecting the Land or the Improvements on the date of this Agreement
      is
      attached to this Agreement as Exhibit
      C,
      complete copies of which have been made available to Buyer for Buyer’s review.
      To the actual knowledge of Seller, on the date of this Agreement (i) the Leases
      are in good standing and in full force and effect in accordance with their
      respective terms, (ii) except as set forth on Exhibit
      C,
      the
      Leases have not been amended and (iii) except as set forth on Exhibit
      C,
      there
      has been no written claim of default under any of the Leases on the part of
      any
      party thereto which remains uncured on the date of this Agreement. Seller’s
      representations under this Subsection shall not be deemed made with respect
      to
      the Lease held by Coach, Inc. of a portion of the Property. Seller shall not,
      without Buyer’s consent, voluntarily terminate or modify any of the Leases or
      enter into any new Leases. Notwithstanding the foregoing, if prior to the
      Closing Date any tenant under a Lease shall default under its Lease or any
      Lease
      is terminated (other than pursuant to a voluntarily termination by Seller),
      Buyer’s obligation to accept title to the Property and to pay the full Purchase
      Price shall not be affected, and this Agreement shall remain in full force
      and
      effect. Nothing contained in this Agreement shall prevent Seller from commencing
      any action, including a summary dispossesses proceeding or non-payment
      proceeding, against any tenant that is in default under its Lease, or from
      applying any security deposit held by Seller. On the date of this Agreement,
      there are no leasing commissions due with respect to the Leases. Seller shall
      request from Forest Electric Corp., and if received deliver to Buyer at the
      Closing, an estoppel letter in accordance with the Lease with Forest Electric
      Corp. If Forest Electric Corp. fails to deliver same, Seller shall not be in
      default under this Agreement and this Agreement shall remain in full force
      and
      effect in accordance with its terms and, notwithstanding the provisions of
      Section 8.3 Sellers’ representations in this Subsection with respect to that
      Lease shall survive the Closing without time limit.


    
      
        
        

      

      
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    8.1.3 Service
      Contracts.
      A list
      of all of the Service Contracts which affect the Property on the date of this
      Agreement is attached to this Agreement as Exhibit
      D,
      complete copies of which have been made available to Buyer for Buyer’s review.
      To the actual knowledge of Seller, on the date of this Agreement (i) the Service
      Contracts are in good standing and in full force and effect in accordance with
      their respective terms, (ii) except as set forth in Exhibit
      D,
      the
      Service Contracts have not been amended, and (iii) except as set forth in
Exhibit
      D,
      there
      has been no written claim of default under any of the Service Contracts by
      any
      party thereto which remains uncured on the date of this Agreement. Seller shall
      not, without Buyer’s consent, enter into any Service Contract after the date of
      this Agreement unless it can be terminated on not more than 30 days’ notice,
      without penalty.

    


    8.1.4 Employees.
      A list
      of all of the Employees of the Property on the date of this Agreement who shall
      remain Employees of the Property following the Closing and who shall be the
      responsibility of Buyer, and their salaries and any applicable collective
      bargaining or other agreements is attached to this Agreement as Exhibit
      E.
      On and
      after the Closing Date (i) Buyer shall be deemed to have assumed and to be
      responsible for all employment and employee benefit-related matters, obligations
      and liabilities that are payable on or after the Closing Date, regardless of
      whether such liabilities arise before, on or after the Closing Date, with
      respect to all of the Employees, (ii) Seller shall have no responsibilities,
      liabilities or obligations with respect to the Employees, and (iii) Buyer shall
      be deemed to have assumed the collective bargaining agreements and other
      employment agreements set forth on Exhibit
      E,
      and all
      liabilities and obligations under those agreements, the National Labor Relations
      Act, the Labor Management Relations Act and all other laws and regulations
      applicable to the Employees, and Seller shall have no obligation or liability
      in
      connection with same. Buyer shall indemnify, defend and hold harmless Seller
      from and against all claims, actions, proceedings, losses, liabilities and
      expenses (including reasonable attorneys fees) by reason of Buyer’s failure to
      perform Buyer’s obligations set forth in this Subsection. Seller shall
      indemnify, defend and hold harmless Buyer from and against all claims, actions,
      proceedings, losses, liabilities and expenses (including reasonable attorney’s
      fees) by reason of any claim by an Employee of the Property arising prior to
      the
      Closing.

    


    8.1.5 Actions.
      To the
      actual knowledge of Seller, there is no litigation, arbitration or other action,
      proceeding or governmental investigation pending or threatened relating to
      the
      Property on the date of this Agreement, other than litigations, actions or
      proceedings covered by insurance, the proposed regrading of West 33rd
      Street
      and the action against Buyer by Studley Inc. for a commission in connection
      with
      Buyer’s Lease.


    
      
        
        

      

      
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    8.1.6 The
      Loan Documents.
      A list
      of the Loan Documents is attached to this Agreement as Exhibit
      F,
      complete copies of which have been made available to Buyer for Buyer’s review.
      The unpaid principal balance of the Loan Documents on the date of this Agreement
      is $23,000,000. On the date of this Agreement, to the actual knowledge of Seller
      (a) the Loan Documents are in full force and effect in accordance with their
      terms, (b) Seller is not in default under the Loan Documents and (c) there
      has
      been no written claim of default under the Loan Document by any party thereto
      which remains uncured. Seller shall (i) cause the Loan Documents to be complied
      with until the Closing, including the payment of all interest due and payable
      prior to Closing, and (ii) not amend the Loan Documents or prepay the principal
      of the Loan Documents.

    


    8.1.7 Patriot
      Act.
      

     

    (a) Seller
      is
      in compliance with the requirements of Executive Order No. 133224, 66 Fed.
      Reg.
      49079 (Sept. 25, 2001) (the “Order”)
      and
      other similar requirements contained in the rules and regulations of the Office
      of Foreign Assets Control, Department of the Treasury (“OFAC”)
      and in
      any enabling legislation or other Executive Orders or regulations in respect
      thereof (the Order and such other rules, regulations, legislation, or orders
      are
      collectively called the “Orders”).
      

     

    (b) Neither
      Seller nor any beneficial owner of Seller:

     

    (i) is
      listed
      on the Specially Designated Nationals and Blocked Persons List maintained by
      OFAC pursuant to the Order or on any other list of terrorists or terrorist
      organizations maintained pursuant to any of the rules and regulations of OFAC
      or
      pursuant to any other applicable Orders (such lists are collectively referred
      to
      as the “Lists”);

     

    (ii) is
      a
      person or entity who has been determined by competent authority to be subject
      to
      the prohibitions contained in the Orders; and

     

    (iii) is
      owned
      or controlled by, or acts for or on behalf of, any person or entity on the
      Lists
      or any other person or entity who has been determined by competent authority
      to
      be subject to the prohibitions contained in the Orders.

     

    (c) If
      Seller
      obtains knowledge that Seller or any of its beneficial owners becomes listed
      on
      the Lists or is indicted, arraigned, or custodially detained on charges
      involving money laundering or predicate crimes to money laundering, Seller
      shall
      immediately notify Buyer in writing, and in such event, Buyer shall have the
      right to terminate this Agreement without penalty or liability to Seller
      immediately upon delivery of written notice thereof to Seller.

     

    8.2 Buyer’s
      Representations.
      Buyer
      represents and warrants to Seller as set forth in this Section.

     

    8.2.1 Authorization.


    
      
        
        

      

      
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    (a) Buyer
      (i)
      is a duly organized, validly existing and in good standing under the law of
      the
      State of its formation and (ii) has the power to make and perform Buyer’s
      obligations under this Agreement. 

     

    (b) This
      Agreement is a valid and binding obligation of Buyer, enforceable against Buyer
      in accordance with its terms, subject to laws affecting the enforcement of
      creditors’ rights generally.

     

    (c) The
      execution, delivery and performance of this Agreement in accordance with its
      terms (i) does not violate the constitutive documents of Buyer, or any contract,
      agreement, commitment, order, judgment or decree to which binding on Buyer
      and
      (ii) have been duly authorized by all necessary action by Buyer.

     

    8.2.2 Patriot
      Act.

     

    (a) Buyer
      is
      in compliance with the requirements of Executive Order No. 133224, 66 Fed.
      Reg.
      49079 (Sept. 25, 2001) (the “Order”)
      and
      other similar requirements contained in the rules and regulations of the Office
      of Foreign Assets Control, Department of the Treasury (“OFAC”)
      and in
      any enabling legislation or other Executive Orders or regulations in respect
      thereof (the Order and such other rules, regulations, legislation, or orders
      are
      collectively called the “Orders”).

     

    (b) Buyer:

     

    (i) is
      not
      listed on the Specially Designated Nationals and Blocked Persons List maintained
      by OFAC pursuant to the Order and/or on any other list of terrorists
      organizations maintained pursuant to any of the rules and regulations of OFAC
      or
      pursuant to any other applicable Orders (such lists are collectively referred
      to
      as the “Lists”);

     

    (ii) is
      not a
      person or entity who has been determined by competent authority to be subject
      to
      the prohibitions contained in the Orders; and

     

    (iii) is
      not
      owned or controlled by, or acts for or on behalf of, any person or entity on
      the
      Lists or any other person or entity who has been determined by competent
      authority to be subject to the prohibitions contained in the
      Orders.

     

    (c) Buyer
      hereby covenants and agrees that if Buyer obtains knowledge that Buyer or any
      of
      its controlling beneficial owners becomes listed on the Lists, Buyer shall
      immediately notify Seller in writing, and in such event, Seller shall have
      the
      right to terminate this Agreement without penalty or liability to Buyer
      immediately upon delivery of written notice thereof to Buyer.

     

    8.3 Survival.
      The
      representations in this Agreement shall survive the Closing, but Seller’s
      representations shall survive the Closing only for a period of 180 days
      following the Closing (the “Survival Period”), and any action brought thereon
      must be commenced by Buyer within the Survival Period.

     


    
      
        
        

      

      
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    9. Condition
      of the Property. 

     

    9.1 AS
      IS.
      Buyer
      represents that Buyer (a) has inspected all aspects of the Property, including
      the environmental condition, to Buyer’s satisfaction, (b) has received and
      reviewed the Leases, the Service Contracts, the certificate of occupancy for
      the
      Improvements, and all other documents referred to in this Agreement, (c) shall
      accept the Property “AS IS” and in their present condition, subject to
      reasonable use, wear, tear and natural deterioration between the date of this
      Agreement and the Closing Date and (d) except as set forth in this Agreement,
      neither Seller nor any agent or representative of Seller has made, and Seller
      is
      not liable for or bound by, any express or implied warranties, guaranties,
      promises, statements, inducements, representations or information pertaining
      to
      the Leases, the Service Contracts, the certificate of occupancy for the
      Improvements, any other documents referred to in this Agreement, the Property,
      including the environmental condition, or any other matter.

     

    9.2 Maintenance.
      Between
      the date of this Agreement and the Closing Date, Seller shall, subject to the
      provisions of this Agreement, cause the Property to be maintained in the
      ordinary course (but shall not be required to make extraordinary repairs or
      replacements resulting from fire or other casualty or otherwise, or any repairs
      and replacements of the roof or mechanical systems of the
      Improvements).

     

    9.3 Inspection.
      At all
      times during normal business hours prior to the Closing, Buyer and its
      contractors, upon reasonable prior notice to Seller, and accompanied by Seller’s
      representative, shall have the right to make visual, noninvasive inspections
      of
      the Property, subject to the terms of the Leases.

     

    9.4 Environmental
      Claims.
      Seller
      shall have no obligation or liability to Buyer in connection with any
      environmental matter affecting the Property, and Buyer hereby releases Seller
      and Seller’s affiliates, agents, contractors, officers, directors and employees
      from any claim relating thereto, including any claims for personal injury,
      real
      or personal property damage, or otherwise, and any damages, penalties, fines,
      liabilities, costs and fees in connection therewith, except with respect to
      a
      claim made against Buyer by a party unrelated to Buyer relating to an
      environmental condition which existed prior to the Closing Date for which Seller
      may be liable. 

     

    9.5 Survival.
      The
      provisions of this Article shall survive the Closing.

     

    10. Risk
      of Loss.

     

    10.1 Risk
      of Loss.
      If
      prior to the First Closing any material portion of the Land or the Improvements
      shall be taken or damaged or destroyed by fire or other casualty, Buyer shall
      have the right to terminate this Agreement by giving notice to Seller on or
      before the date which is 15 days following Buyer’s receipt of notice of the
      taking or fire or other casualty (time being of the essence). If Buyer shall
      give that notice, Escrow Agent shall pay the Deposit to Buyer, this Agreement
      shall be deemed terminated and Seller and Buyer shall have no further
      obligations and liabilities under this Agreement, except those that are stated
      to survive the termination of this Agreement. If an immaterial portion of the
      Land or the Improvements shall be taken or damaged or destroyed by fire or
      other
      casualty, or if there is a material taking or fire or other casualty and Buyer
      shall not terminate this Agreement, Buyer shall purchase the Property in
      accordance with this Agreement and the Purchase Price shall not be reduced,
      but
      Seller’s rights to (a) any award resulting from such taking, or (b) any
      insurance proceeds resulting from such fire or other casualty (less any sums
      expended by Seller for repair and restoration), shall be assigned by Seller
      to
      Buyer (or, to the extent received by Seller, paid to Buyer) at the Closing,
      and
      any deductible under Seller’s fire or other casualty insurance shall be paid by
      Seller to Buyer at the Closing (or offset against the Purchase Price). A
“material portion of the Land or the Improvements” (i) shall be deemed taken, if
      the portion taken equals or exceeds the aggregate of (x) 10 percent of the
      Land
      or the Improvements plus (y) any portion taken as the result of the proposed
      regrading of West 33rd
      Street,
      and (ii) shall be deemed damaged or destroyed by fire or other casualty, if
      as a
      result thereof, Coach, Inc. has the right to, and shall, terminate its entire
      Lease of a portion of the Property. The provisions of Section 5-1311 of the
      General Obligations Law of the State of New York shall not apply to this
      Agreement.

     


    
      
        
        

      

      
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    11. Default.
      

     

    11.1 Buyer’s
      Default.
      If
      Buyer shall default under this Agreement Seller’s only remedies (except as
      otherwise expressly provided in this Agreement) shall be to (a) seek specific
      performance of Buyer’s obligations under this Agreement or (b) terminate this
      Agreement and have Escrow Agent pay the Deposit to Seller as liquidated damages.
      In addition, a default by Buyer under this Agreement shall be deemed a default
      under Buyer’s Lease of a portion of the Property and a default by Buyer under
      Buyer’s Lease of a portion of the Property shall be deemed a default under this
      Agreement.

     

    11.2 Seller’s
      Default.
      If
      Seller shall default under this Agreement Buyer’s only remedies (except as
      otherwise expressly provided in this Agreement) shall be to (a) seek specific
      performance of Seller’s obligations under this Agreement or (b) terminate this
      Agreement and have Escrow Agent pay the Deposit (subject to Subsection
      6.1.2(d)(v))
      to
      Buyer, but in no event shall Buyer seek, or shall Seller be liable for, any
      damages in connection with Seller’s default. 

     

    11.3 Survival.
      The
      provisions of this Article shall survive the Closing.

     

    12. Assignment.

     

    12.1 Assignment.
      Buyer
      shall not assign Buyer’s interest under this Agreement without the consent of
      Seller, and any purported assignment without Seller’s consent shall be void and
      of no force and effect, except that Buyer may, without Seller’s consent assign
      Buyer’s interest under this Agreement to any entity (an “Affiliate”) which,
      directly or indirectly, is controlled by, controls, or under common control
      with, Buyer, provided that (a) Buyer gives Seller notice of the assignment
      not
      less than five business days prior to the Closing Date, accompanied by (i)
      an
      original assignment signed by Buyer and the assignee, providing for assignee’s
      assumption of all of Buyer’s obligations and liabilities under this Agreement
      and (ii) evidence reasonably acceptable to Seller of such control and (b) Buyer
      shall not be released from any obligations or liabilities under this Agreement.
      Notwithstanding the foregoing, Buyer shall, if required by Lender, assign this
      Agreement in accordance with this Article to an Affiliate which complies with
      the Loan Documents, including the Single Purpose Entity and ERISA provisions,
      which Affiliate shall be the buyer of the Property.

     


    
      
        
        

      

      
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    13. Broker.

     

    13.1 Broker.
      Buyer
      and Seller each represent to the other that they dealt with no broker in
      connection with this transaction and that each shall pay its own consultants..
      Seller and Buyer shall each indemnify, defend and hold harmless the other from
      and against any claim by any broker or other person for a commission or other
      compensation in connection with this transaction if such claim is based in
      whole
      or in part upon any act of the indemnifying party or its representatives, and
      from all losses, liabilities, costs and expenses in connection with such claim,
      including, reasonable attorneys’ fees. 

     

    13.2 Survival.
      The
      provisions of this Article shall survive the Closing or the termination of
      this
      Agreement.

     

    14. Notices.
      

     

    14.1 Notices.
      All
      notices or other communications under this Agreement must be in writing and
      shall be deemed to have been properly given if delivered by (a) messenger (b)
      registered or certified mail, postage prepaid, return receipt requested, (c)
      reputable overnight delivery service, or (d) telecopy, to the Notice Addresses.
      Any party may, by notice given in accordance with this Section, designate a
      different address or person for notices or other communications. 

     

    14.2 Effectiveness.
      Notices
      and other communications shall be deemed given on the date the same is received
      as evidenced by a receipt or an acknowledgment of receipt (and the failure
      of a
      party to accept a notice or other communication shall be deemed
      receipt).

     

    15. Escrow.

     

    15.1 Deposit.
      Simultaneously with the execution and delivery of this Agreement, Buyer has
      delivered the Deposit to Escrow Agent (to be deposited in a money market
      account) and held in escrow by Escrow Agent on the terms set forth in this
      Article.

     

    15.2 Payment.
      Escrow
      Agent shall pay the Deposit to Seller or to Buyer, as the case may be, as set
      forth in this Section (subject to Section
      6.1.2(d)(ii)).

     

    (a) To
      Seller, at the Closing.

     

    (b) To
      Seller, upon receipt of a demand therefor signed by Seller, stating that Buyer
      has defaulted under this Agreement, Seller has terminated this Agreement on
      account of the default of Buyer and Seller is entitled under this Agreement
      to
      the Deposit; provided, however, that Escrow Agent shall provide to Buyer a
      copy
      of such demand, and if within 10-days following Buyer’s receipt of such copy
      Escrow Agent receives notice of objection from Buyer, Escrow Agent shall not
      honor the demand.

     

    (c) To
      Buyer,
      upon receipt of a demand therefor signed by Buyer, stating that (i) this
      Agreement has been terminated and that Buyer is entitled under this Agreement
      to
      the Deposit, or (ii) Seller has defaulted under this Agreement, Buyer has
      terminated this Agreement on account of the default and Buyer is entitled under
      this Agreement to the Deposit; provided, however, that Escrow Agent shall
      provide to Seller a copy of such demand, and if within 10-days following
      Seller’s receipt of such copy Escrow Agent receives notice of objection from
      Seller, Escrow Agent shall not honor the demand. 

     


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    (d) Upon
      receipt of a demand for the Deposit from Seller or Buyer pursuant to this
      Section, Escrow Agent shall promptly provide a copy to the other party. The
      other party shall have the right to object to the delivery of the Deposit by
      providing Escrow Agent with notice of objection within 10 days after its receipt
      of such copy (time being of the essence). Upon receipt of a notice of objection,
      Escrow Agent shall promptly provide a copy to the other party.

     

    (e) If
      (i)
      Escrow Agent receives a timely notice of objection as provided for in this
      Section, or (ii) any other disagreement arises resulting in adverse claims
      for
      the Deposit, whether or not litigation has been instituted, Escrow Agent shall
      refuse to comply with any demands for the Deposit and shall continue to hold
      the
      Deposit until Escrow Agent receives either (x) a notice signed by both Seller
      and Buyer directing the disbursement of the Deposit or (y) a final order, which
      is not (or is no longer) appealable, of a court of competent jurisdiction,
      entered in a proceeding in which Seller, Buyer and Escrow Agent are named as
      parties, directing the disbursement of the Deposit, in either of which events
      Escrow Agent shall then disburse the Deposit in accordance with that direction.
      Escrow Agent shall not be liable for its refusal to comply with any such demands
      until it has received a direction of the nature described in clause (x) or
      clause (y) of this paragraph. If Escrow Agent is prohibited from delivering
      the
      full amount of the Deposit pursuant to an order of any court, Escrow Agent
      shall
      have no obligation to take any action with respect to such order and shall
      have
      no liability for the failure to deliver the full amount of the Deposit.


     

    (f) Notwithstanding
      the foregoing provisions of this Article, Escrow Agent shall have the right
      to
      resign as Escrow Agent by (i) depositing the Deposit with the court in which
      any
      litigation with respect to this Agreement or the Deposit is pending or, if
      no
      such litigation is pending, any court of competent jurisdiction (and commencing
      an action for interpleader), the costs thereof to be paid equally by Seller
      and
      Buyer or (ii) paying the Deposit to a substitute Escrow Agent designated by
      Seller and Buyer.

     

    (g) Upon
      delivery or deposit of the Deposit by Escrow Agent pursuant to this Section,
      Escrow Agent shall be deemed released from all liability under this Article
      except for Escrow Agent’s gross negligence or willful default. 

     

    15.3 Escrow
      Agent.
      

     

    (a) Escrow
      Agent acts hereunder as a depository only and is not responsible or liable
      for
      (i) the validity of any notice or other communication by Seller or Buyer, (ii)
      the collection of any check or other instrument delivered to Escrow Agent,
      or
      (iii) the loss of the Deposit (due to early presentation for payment or
      otherwise), except for its gross negligence or willful default.

     


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    (b) Escrow
      Agent shall not have any responsibilities except those set forth in this
      Article. Escrow Agent has executed this Agreement for the sole purpose of
      agreeing to act as Escrow Agent in accordance with this Article.

     

    (c) The
      provisions of this Article shall create no right in any party, other than the
      parties to this Agreement and their respective successors and assigns, with
      respect to the Deposit or otherwise.

     

    (d) Buyer
      hereby acknowledges that (i) Escrow Agent has represented Seller in connection
      with this Agreement, (ii) Escrow Agent may continue to represent Seller in
      connection with this Agreement and the transactions contemplated by this
      Agreement, and (iii) if any dispute or litigation arises under this Agreement
      (including any dispute or litigation involving the Deposit), Escrow Agent may
      represent Seller in connection therewith.

     

    15.4 Litigation.
      If any
      litigation arises under this Agreement with respect to the Deposit or otherwise,
      notwithstanding any provision of this Agreement to the contrary (including
      any
      provision limiting the liability of Seller or Buyer), all costs and expenses
      of
      the litigation (including the reasonable attorneys and witness fees incurred
      by
      the other party and all costs and expenses of Escrow Agent, including reasonable
      attorneys fees) shall be borne by whichever of Seller or Buyer is the losing
      party (and if none, then each shall bear its own costs and expenses, and Escrow
      Agent’s costs and expenses shall be paid equally by Seller and
      Buyer).

     

    16. Miscellaneous.

     

    16.1 Governing
      Law; Interpretation.
      This
      Agreement shall be governed by the law of the State in which the Property is
      located, and shall be construed without regard to any presumption or other
      rule
      requiring construction against the party causing this Agreement to be drafted.
      If any words or phrases in this Agreement shall have been stricken out or
      otherwise eliminated, whether or not any other words or phrases have been added,
      this Agreement shall be construed as if the words or phrases so stricken out
      or
      otherwise eliminated were never included in this Agreement and no implication
      or
      inference shall be drawn from the fact that said words or phrases were so
      stricken out or otherwise eliminated. All terms and words used in this
      Agreement, regardless of the number or gender in which they are used, shall
      be
      deemed to include any other number and any other gender as the context may
      require. If any provision of this Agreement shall be unenforceable, the
      remainder of this Agreement shall not be affected thereby. 

     

    16.2 Merger;
      No Representations.
      All
      agreements between the parties hereto with respect to the transaction
      contemplated by this Agreement are merged in this Agreement, which alone fully
      and completely expresses their agreement. This Agreement is entered into after
      full investigation, no party relying upon any statement or representation,
      not
      set forth in this Agreement, made by any other party.

     

    16.3 No
      Waivers.
      No
      waiver by any party shall be deemed a waiver of any other or subsequent
      matter.

     

    16.4 Amendment;
      Waiver.
      This
      Agreement may only be changed or terminated, or a provision waived, by a written
      agreement executed by all parties. 

     


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    16.5 Captions.
      The
      Article and Section titles of this Agreement are for convenience of reference
      only and shall not be deemed a part of the text of this Agreement.

     

    16.6 Parties
      Bound.
      This
      Agreement shall bind and benefit the parties hereto and their respective heirs,
      successors and assigns.

     

    16.7 Counterparts.
      This
      Agreement may be executed by facsimile signatures and in separate counterparts,
      each of which when so executed and delivered shall be an original for all
      purposes, but all such counterparts shall together constitute but one and the
      same instrument.

     

    16.8 Confidentiality.
      Buyer
      and Seller shall hold in confidence and shall not disclose to third parties,
      and
      shall cause their officers, directors, employees, representatives, brokers,
      attorneys and advisers to hold in confidence and not disclose to third parties,
      this Agreement and its terms, and any information relating to the Property
      provided by Seller to Buyer in connection with this Agreement (collectively,
      the
“Information”), except to the extent any Information (a) must be disclosed by
      order of any court or government authority, or by law, (b) is publicly known
      or
      becomes publicly known other than through the acts of Buyer or Seller, or any
      of
      their officers, directors, employees, representatives, brokers, attorneys or
      advisers, or (c) is necessary or appropriate to be disclosed by Buyer in
      connection with performing its obligations under this Agreement or any financing
      of the Property.

     

    16.9 Further
      Assurances.
      Subject
      to the provisions of this Agreement, Seller and Buyer shall each take such
      additional action, or execute, acknowledge and deliver such additional
      documents, as shall be reasonably required in furtherance of this Agreement.
      The
      provisions of this Section shall survive the Closing.

     

    16.10 Dates.
      If any
      time period or date set forth in this Agreement shall end on, or be, a Saturday,
      Sunday or other date recognized by the federal government or the State of New
      York as a holiday, the time period shall end, or the date shall be, the next
      day
      that is not a Saturday, Sunday or holiday.

     

    -
      The
      balance of this page is blank and the next page is the signature page
      -

     


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by Seller and Buyer
      on
      the date of this Agreement.

    

      Seller

       

      Bauman
        34th
        Street,
        LLC

       

      By:                     

      Print
        Name: Patricia Bauman

      Title:
        Member

       

      Goldberg
        34th
        Street,
        LLC

      


      By:                     

      Print
        Name: Jack Anfang

      Title:
        Authorized Signatory

       

      Buyer

       

      504-514
        West 34th
        Street
        Corp.

      


      By:                     

      Print
        Name:               

      Title:                   

    

     

     

    Escrow
      Agent hereby agrees

    to
      the
      escrow provisions of

    this
      Agreement.

     

    Goulston
      & Storrs, PC

     

     

    By:                            

    Print
      Name: Mitchell N. Baron

    Title:
      Director 


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    Land

     

    ALL
      that
      certain plot, piece or parcel of land, situate, lying and being in the Borough
      of MANHATTAN, City, County and State of NEW YORK, bounded and described as
      follows:

     

    BEGINNING
      at a point on the northerly side of WEST 33RD STREET, distant 205 feet westerly
      from the corner formed by the intersection of the northerly side of WEST 33RD
      STREET with the westerly side of TENTH AVENUE;

     

    RUNNING
      THENCE northerly and parallel with the westerly side of TENTH AVENUE, 197 feet
      6
      inches to the southerly side of WEST 34TH STREET;

     

    THENCE
      westerly along the said southerly side of WEST 34TH STREET, 145
      FEET;

     

    THENCE
      southerly and again parallel with the westerly side of TENTH AVENUE, 197 feet
      6
      inches to the northerly side of WEST 33RD STREET; and 

     

    THENCE
      easterly along the northerly side of 33RD STREET, 145 feet to the point or
      place
      of BEGINNING.

     

    


     


    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    Leases

     

    1. Coach,
      Inc. - Lease dated July 1, 2000, amended by First Amendment of Lease dated
      February 1, 2002, Second Amendment of Lease dated October 8, 2003 and Third
      Amendment of Lease dated February 29, 2008. The original lease, but not the
      amendments, are guaranteed by Sara Lee Corporation by Guaranty dated July 1,
      2000.

     

    2. Forest
      Electric Corp. - Lease dated August 15, 2002. Guaranteed by EMCOR Group, Inc.
      by
      Guaranty of Lease dated August 15, 2002.

     

    3. Van
      Wagner Communications, LLC - Sign Lease dated December 1, 2000, amended by
      letter dated January 9, 2003 and currently month-to-month.

     


    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    Permitted
      Encumbrances

    


     

    1. All
      zoning, building and other laws, restrictions, regulations and
      ordinances.

     

    2. The
      state
      of facts shown on the survey made by J. George Hollerith dated May 15, 1942,
      and
      last updated by Roland K. Link on April 4, 2003, and any additional state of
      facts a new survey or personal inspection would show.

     

    3. The
      Leases and the rights of the tenants under the Leases, any recorded memorandum
      of any Lease, and any nondisturbance agreements.

     

    4. Real
      estate taxes, and water and sewer charges or rents, which are not due and
      payable prior to the Closing Date (subject to apportionment as provided in
      this
      Agreement).

     

    5. Easements
      and rights of public utilities.

     

    6. Assessments
      which are payable by Buyer pursuant to this Agreement.

     

    7. Liens
      and
      encumbrances subject to which the Property is to be conveyed pursuant to this
      Agreement.

     

    8. Encumbrances
      not specifically set forth in this Exhibit which do not interfere with the
      development of the Land or the continued use of the Land and the Improvements
      in
      the manner same are used on the date of this Agreement.

     

    9. The
      Loan
      Documents.

     

    10. Any
      liens
      or encumbrances caused by Buyer.

     


    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    


    Exhibit
      D

     

    Service
      Contracts

     

    
      	
              1.

            	
              Management
                Agreement dated May 30, 2003 with George Comfort & Sons,
                Inc.

            


    

     

    
      	
              2.

            	
              Lacor
                Mechanical Systems, Inc. - HVAC
                Maintenance

            


    

     

    
      	
              3.

            	
              Securitas
                Security Services USA, Inc. -
                Security

            


    

     

    
      	
              4.

            	
              Croker
                Fire Drill Corporation - Fire Drill and EAP
                Service

            


    

     

    
      	
              5.

            	
              Ivan
                T. Johnson Company, Inc. - Meter
                Reading

            


    

     

    
      	
              6.

            	
              The
                Metro Group, Inc. - Water Treatment
                (Boilers)

            


    

     

    
      	
              7.

            	
              Realty
                Advisory Board - Contract
                Negotiations

            


    

     

    
      	
              8.

            	
              Fire
                Systems, Inc. - Inspection/Maintenance of Fire
                Alarm

            


    

     

    
      	
              9.

            	
              Assured
                Environments - Pest Elimination

            


    

     

    
      	
              10.

            	
              Quick
                Response Service, Inc. - Alarm
                Management

            


    

     

    
      	
              11.

            	
              Ready
                Alarm - Central Station

            


    

     

    
      	
              12.

            	
              Onyx
                Restoration Works - Metal
                Restoration

            


    

     

    
      	
              13.

            	
              Slade
                Industries, Inc. - Elevator
                Maintenance

            


    

     

    
      	
              14.

            	
              W.H.
                Christian & Sons, Inc. - Uniform
                Maintenance

            


    

     

    
      	
              15.

            	
              TouchCom
                - Door Card Access System

            


    

     

    
      	
              16.

            	
              Time
                Warner Cable of New York City - Commercial Landlord
                Agreement

            


    

     


    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    


    Exhibit
      E

     

    Employees

     

    
      	
              Superintendent
                / Chief Engineer

            	
              Frank
                Cambria ($40.17/hr.)

            
	
              Handyman

            	
              Alvin
                Chan ($22.525/hr.)

            
	
              Porter
                / Other

            	
              Anibal
                Carde ($20.248/hr.)

            
	
              Porter
                / Other

            	
              Nunzio
                DiFilippo ($16.20/hr.)

            
	
              Porter
                / Other

            	
              Lawrence
                DiLorenzo ($20.248/hr.)

            


    

     

    


    Commercial
      Building Agreement between Local 32BJ, Service Employees International Union,
      AFL-CIO and The Realty Advisory Board on Labor Relations, Inc., effective
      October 1, 2004 to December 31, 2007 and extended effective January 1, 2008
      to
      December 31, 2011.

     

    Engineer
      Agreement between Realty Advisory Board on Labor Relations, Incorporated and
      Local 94-94A-94B, International Union of Operating Engineers, AFL-LIO, effective
      January 1, 2004 to December 31, 2006 and extended effective January 1, 2007
      through December 31, 2010.

     


    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


    Exhibit
      F

     

    Loan
      Documents

     

    1. Gap
      Note
      dated May 30, 2003

     

    2. Gap
      Mortgage dated May 30, 2003

     

    3. Consolidation,
      Modification and Restatement of Notes dated May 30, 2003

     

    4. Consolidation,
      Modification and Restatement of Mortgages and Security Agreement dated May
      30,
      2003

     

    5. Assignment
      of Leases and Rents dated May 30, 2003

     

    6. Indemnity
      Agreement

     

    7. UCC-1
      Financing Statements

     

    8. Assignment
      of Agreements, Permits and Contracts

     

    9. Cash
      Management Agreement

     

    10. Clearing
      Account Agreement

     

    11. Replacement
      Reserve and Security Agreement

     

    12. Conditional
      Assignment of Management Agreement

     

    13. All
      other
      documents referred to in the foregoing documents which evidence or secure the
      loan covered by the foregoing documents.

     


    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    


    Exhibit
      G

     

    TENANCY-IN-COMMON
      AGREEMENT

    


    This
      TENANCY-IN-COMMON AGREEMENT (the “Agreement”) made this _____ day of July, 2008
      by and between GOLDBERG 34TH STREET, LLC, a Delaware limited liability company
      (“Goldberg”) and 504-514 WEST 34TH STREET CORP., a Maryland corporation
      (“Corp”).

    


    R
      E C I T A L S:

    


    WHEREAS,
      Goldberg and Corp each own an undivided fifty percent (50%) ownership interest
      as a tenant-in-common with respect to the land and the building located at
      516
      West 34th Street, New York, New York 10001 (Block 705, Lot 46) together with
      all
      of the rights, benefits and appurtenances thereto, as is more particularly
      described on Exhibit
      A
      attached
      hereto (the “Property”); and

    


    WHEREAS,
      Goldberg and Corp desire to set forth the terms and conditions of their
      relationship as tenants-in-common with respect to the Property.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the representations,
      warranties, covenants and agreements of the parties set forth herein, the
      parties hereby agree as follows:

    


    1. Purpose.
      The
      limited purpose of this agreement to document the relationship between Goldberg
      and Corp in their respective capacities as tenants-in-common with respect to
      the
      Property.

    


    2. Management
      of Property.
      The
      management and control of the Property shall be vested in Goldberg and Corp,
      who
      shall have all of the rights and powers necessary, advisable and convenient
      for
      the management of the Property. All costs and expenses associated with the
      Property shall be paid by Goldberg and Corp fifty percent (50%) percent each.
      Fifty percent (50%) of the costs and expenses associated with the Debt Service
      Obligation (as defined herein) shall be borne by Goldberg and the remaining
      fifty percent (50%) of the costs and expenses associated with the Debt Service
      Obligation shall be borne by Corp. Goldberg and Corp may by unanimous agreement
      approve the appointment of a managing agent who shall supervise the day to
      day
      management of the Property. Goldberg and Corp hereby approve the continued
      retention of George M. Comfort & Sons as the manager of the
      Property.

    


    3. Allocation
      and Distribution; Debt Obligation Matters.
      

     

    (a) To
      the
      extent rental payments associated with the Property are received by either
      Goldberg or Corp, such amounts shall be transferred to Corp and Corp shall
      use
      all or a portion of such funds as necessary for the purpose of making principal
      and interest payments with respect to the debt obligation (the “Debt Service
      Obligation”) owed to Bear Stearns Commercial Mortgage, Inc. (or any subsequent
      holder of such debt obligation, the “First Mortgagee”), the holder of the fee
      mortgage on the Property; provided,
      that,
      such
      funds shall be applied towards payment of the Debt Service Obligation in a
      manner so that fifty percent (50%) of such payment or payments shall come from
      funds that would otherwise be distributed to Goldberg and the remaining fifty
      percent (50%) of such payment or payments shall come from funds that would
      otherwise be distributed to Corp. To the extent any amounts remain following
      the
      satisfaction of such obligation, Corp shall distribute such amounts as between
      Goldberg and Corp promptly following receipt using the following allocation:
      fifty percent (50%) to Goldberg and fifty percent (50%) to Corp. Goldberg and
      Corp agree that, aside from Debt Service Obligation, the following costs and
      expenses owed to the First Mortgagee in its capacity as the holder of the fee
      mortgage on the Property shall be borne solely by the tenant under the Net
      Lease
      (as hereinafter defined) (the “Tenant”): tax escrow payment obligations,
      insurance escrow payment obligations and repair reserve payment obligations.
      Any
      interest payable by the First Mortgagee with respect to rental income shall
      be
      allocated such that fifty percent (50%) of such amounts shall be distributed
      to
      Goldberg and fifty percent (50%) of such amounts shall be distributed to Corp.
      All interest payable by First Mortgagee with respect to reserves and escrows
      maintained for the benefit of First Mortgagee shall be allocated and distributed
      fifty percent (50%) to Goldberg and fifty percent (50%) to Corp, provided,
      however, that if said reserves and escrows are funded by the Tenant, all
      interest payable by First Mortgagee with respect to the reserves and escrows
      shall be payable to Tenant. The parties acknowledge that the aforementioned
      payments are currently required pursuant to the Debt Service Obligation to
      be
      paid through a lockbox which is maintained by the First Mortgagee.

     


    
      
        
        

      

      
        -vii-

        
          

        

      

      
        
        

      

    


    (b) This
      Agreement is and shall be subject and subordinate at all times to any mortgage
      and the lien, and rights of the holder thereof (in any amounts and all advances
      thereon, which may now or hereafter affect this Agreement or the Property),
      and
      to all renewals, modifications, consolidations, participations, replacements,
      and extensions thereof. The term “mortgage” as used herein shall be deemed to
      include trust indenture(s), deed(s) of trust, and security deed(s). Goldberg
      and
      Corp agree to attorn to the holder thereof, its affiliates, successors and
      assigns or any purchaser of the Property in a foreclosure proceeding or by
      a
      deed in lieu of foreclosure (a “Mortgagee Party”) who shall succeed to
      Goldberg’s and Corp’s respective interests in this Agreement upon request of
      such Mortgagee Party. Upon request of the holder thereof, Goldberg and Corp
      shall promptly execute and acknowledge, without charge therefore, an agreement
      acknowledging such subordination and agreeing to attorn to any Mortgagee Party
      who shall succeed to Goldberg’s and Corp’s respective interests in this
      Agreement.

     

    4. Representations
      and Warranties.
      

     

    (a) Representations
      and Warranties of Corp.
      Corp
      represents and warrants to Goldberg as of the date of this Agreement as
      follows:

     

    (i) Organization,
      Good Standing, Power and Qualification.
      Corp is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Maryland and has all requisite corporate power and
      authority to carry on its business as presently conducted and as proposed to
      be
      conducted. Corp is duly qualified to transact business and is in good standing
      in each jurisdiction in which the failure to so qualify would have a material
      adverse effect.

     

    (ii) Authorization.
      Corp
      has full power and authority to enter into this Agreement. This Agreement,
      when
      executed and delivered by Corp, will constitute valid and legally binding
      obligations of Corp, enforceable in accordance with their terms, except as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent conveyance, and any other laws of general application affecting
      enforcement of creditors’ rights generally, and as limited by laws relating to
      the availability of specific performance, injunctive relief, or other equitable
      remedies.

     

    (iii) No
      Conflict.
      Neither
      the execution and delivery of this Agreement by Corp, nor the consummation
      of
      the transactions contemplated hereby, shall conflict with, result in a
      termination, breach, impairment or violation of (with or without notice or
      lapse
      of time, or both), or constitute a default, or require the consent, release,
      waiver or approval of any third party, under: (a) any provision of the
      certificate of incorporation or bylaws of Corp, as currently in effect; (b)
      any
      federal, state, provincial, local or municipal laws, statutes, ordinances,
      regulations, and rules, and all orders, writs, injunctions, awards, judgments
      and decrees applicable to the assets, properties and business (and any
      regulations promulgated thereunder) of Corp; or (c) any contract or agreement
      to
      which Corp is a party or to which Corp or any of its assets or properties is
      bound.

     


    
      
        
        

      

      
        -viii-

        
          

        

      

      
        
        

      

    


    (b) Representations
      and Warranties of Goldberg.
      Goldberg represents and warrants to Corp as of the date of this Agreement as
      follows:

     

    (i) Organization,
      Good Standing, Power and Qualification.
      Goldberg is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Delaware and has all requisite
      company power and authority to carry on its business as presently conducted
      and
      as proposed to be conducted. Goldberg is duly qualified to transact business
      and
      is in good standing in each jurisdiction in which the failure to so qualify
      would have a material adverse effect.

     

    (ii) Authorization.
      Goldberg has full power and authority to enter into this Agreement. This
      Agreement, when executed and delivered by Goldberg, will constitute valid and
      legally binding obligations of Goldberg, enforceable in accordance with their
      terms, except as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance, and any other laws of general application
      affecting enforcement of creditors’ rights generally, and as limited by laws
      relating to the availability of specific performance, injunctive relief, or
      other equitable remedies.

     

    (iii) No
      Conflict.
      Neither
      the execution and delivery of this Agreement by Goldberg, nor the consummation
      of the transactions contemplated hereby, shall conflict with, result in a
      termination, breach, impairment or violation of (with or without notice or
      lapse
      of time, or both), or constitute a default, or require the consent, release,
      waiver or approval of any third party, under: (a) any provision of the
      certificate of formation or operating agreement of Goldberg, as currently in
      effect; (b) any federal, state, provincial, local or municipal laws, statutes,
      ordinances, regulations, and rules, and all orders, writs, injunctions, awards,
      judgments and decrees applicable to the assets, properties and business (and
      any
      regulations promulgated thereunder) of Goldberg; or (c) any contract or
      agreement to which Goldberg is a party or to which Goldberg or any of its assets
      or properties is bound.

     

    5. Representatives
      of Parties.
      

     

    (a) Representative
      of Corp.

     

    (i) Corp
      hereby irrevocably nominates, constitutes and appoints Coach, Inc. (“Coach”) as
      the agent and true and lawful attorney-in-fact of Corp (the “Corp
      Representative”), with full power of substitution, to act in the name, place and
      stead of Corp for purposes of executing any documents and taking any actions
      that the Corp Representative may, in his sole discretion, determine to be
      appropriate in connection with any matters arising in connection with this
      Agreement. Todd Kahn, Senior Vice President and General Counsel of Coach and
      Michael F. Devine, III, Executive Vice President and Chief Financial Officer
      of
      Coach, each acting alone, are designated as authorized agents on behalf of
      Coach, in its capacity as Corp Representative.

     

    (ii) Corp
      hereby grants to the Corp Representative full authority to execute, deliver,
      acknowledge, certify, file and record on behalf of Corp (in the name of Corp)
      any and all documents that the Corp Representative may, in his sole discretion,
      determine to be appropriate, in such forms and containing such provisions as
      the
      Corp Representative may, in his sole discretion, determine to be appropriate
      (including any amendment to or waiver of rights under this Agreement).
      Notwithstanding anything to the contrary contained in this
      Agreement:

     

    (A) Goldberg
      and the Goldberg Representative shall be entitled to deal exclusively with
      the
      Corp Representative on all matters relating to this Agreement; and

     

    (B) Goldberg
      and the Goldberg Representative shall be entitled to rely conclusively (without
      further evidence of any kind whatsoever) on any document executed or purported
      to be executed on behalf of Corp by the Corp Representative, and on any other
      action taken or purported to be taken on behalf of Corp by the Corp
      Representative, as fully binding upon Corp.

     


    
      
        
        

      

      
        -ix-

        
          

        

      

      
        
        

      

    


    (iii) Corp
      recognizes and intends that the power of attorney granted herein: (A) is coupled
      with an interest and is irrevocable; (B) may be delegated by the Corp
      Representative; and (C) shall survive the death or incapacity of the
      shareholders of Corp and any dissolution of Corp.

     

    (iv) Corp
      shall be entitled to change the Corp Representative and such change shall be
      effective upon providing written notice to the Goldberg Representative of the
      name and contact information for the new Corp Representative (the “Change of
      Corp Representative Notice”). Following the receipt of a Change of Corp
      Representative Notice, Goldberg shall send all future notices to the Corp
      Representative pursuant to Section 9 of this Agreement using the contact
      information reflected in the most recent Change of Corp Representative
      Notice.

     

    (v) Corp
      represents and warrants to Goldberg as of the date of this Agreement that Coach
      shall act as the exclusive Corp Representative and shall have the power and
      authority to execute any and all documents and take any and all actions as
      may
      be necessary on behalf of Corp. Todd Kahn, Senior Vice President and General
      Counsel of Coach and Michael F. Devine, III, Executive Vice President and Chief
      Financial Officer of Coach, each acting alone, are designated as authorized
      agents on behalf of Coach, in its capacity as Corp Representative.

     

    (b) Representative
      of Goldberg.
      

     

    (i) Goldberg
      hereby irrevocably nominates, constitutes and appoints Jack Anfang as the agent
      and true and lawful attorney-in-fact of Goldberg, with full power of
      substitution, to act in the name, place and stead of Goldberg for purposes
      of
      executing any documents and taking any actions that the Goldberg Representative
      may, in his sole discretion, determine to be appropriate in connection with
      any
      matters arising in connection with this Agreement. In addition, Goldberg agrees
      prior to the First Closing under the Contract of Sale (as hereinafter defined)
      to cause an additional individual to be designated as an additional agent and
      true and lawful attorney-in-fact of Goldberg (Jack Anfang and said additional
      individual are herein referred to as the “Goldberg Representative”). The
      individuals constituting the Goldberg Representative, each acting alone, are
      designated as authorized agents on behalf of Goldberg, in their capacity as
      Goldberg Representative.

     

    (ii) Goldberg
      hereby grants to the Goldberg Representative full authority to execute, deliver,
      acknowledge, certify, file and record on behalf of Goldberg (in the name of
      Goldberg) any and all documents that the Goldberg Representative may, in his
      sole discretion, determine to be appropriate, in such forms and containing
      such
      provisions as the Goldberg Representative may, in his sole discretion, determine
      to be appropriate (including any amendment to or waiver of rights under this
      Agreement). Notwithstanding anything to the contrary contained in this
      Agreement:

     

    (A) Corp
      and
      the Corp Representative shall be entitled to deal exclusively with the Goldberg
      Representative on all matters relating to this Agreement; and

     

    (B) Corp
      and
      the Corp Representative shall be entitled to rely conclusively (without further
      evidence of any kind whatsoever) on any document executed or purported to be
      executed on behalf of Goldberg by the Goldberg Representative, and on any other
      action taken or purported to be taken on behalf of Goldberg by the Goldberg
      Representative, as fully binding upon Goldberg.

     


    
      
        
        

      

      
        -x-

        
          

        

      

      
        
        

      

    


    (iii) Goldberg
      recognizes and intends that the power of attorney granted herein: (A) is coupled
      with an interest and is irrevocable; (B) may be delegated by the Goldberg
      Representative; and (C) shall survive the death or incapacity of the members
      of
      Goldberg and any dissolution of Goldberg.

     

    (iv) Goldberg
      shall be entitled to change the Goldberg Representative and such change shall
      be
      effective upon providing written notice to the Corp Representative of the name
      and contact information for the new Goldberg Representative (the “Change of
      Goldberg Representative Notice”). Following the receipt of a Change of Goldberg
      Representative Notice, Corp shall send all future notices to the Goldberg
      Representative pursuant to Section 9 of this Agreement using the contact
      information reflected in the most recent Change of Goldberg Representative
      Notice.

     

    (v) Goldberg
      represents and warrants to Corp as of the date of this Agreement that Jack
      Anfang shall act as the exclusive Goldberg Representative and shall have the
      power and authority to execute any and all documents and take any and all
      actions as may be necessary on behalf of Goldberg. Jack Anfang and the second
      individual once designated pursuant to paragraph 5(b)(i) above, each acting
      alone, shall be designated as authorized agents on behalf of Goldberg, in its
      capacity as Goldberg Representative.

     

    6. Restriction
      on Transfer of Tenant-In-Common Interest.
      Goldberg and Corp agree that none of them will, either directly or indirectly,
      make application to or petition any court for partition of the Property, or
      transfer its undivided tenant-in-common interest in the Property other than
      in
      accordance with the terms of that certain Agreement, dated of even date, between
      Bauman 34th Street, LLC and Goldberg 34th Street, LLC, each as sellers, and
      Corp
      as buyer (the “Contract of Sale”).

     

    7. Term.
      The
      parties agree that this Agreement shall remain in full force and effect until
      such time as (i) either party hereto transfers its tenant-in-common interest
      in
      the Property or (ii) it is terminated by the mutual written consent of the
      parties hereto. Notwithstanding the foregoing, the parties hereto agree that
      this Agreement shall remain valid and in effect to the extent a party hereto
      transfers its tenant-in-common interest in the Property in violation of the
      terms of this Agreement.

     

    8. Indemnification.
      

     

    (a) Indemnification
      by Corp.
      Corp
      agrees to defend, indemnify and hold Goldberg, its affiliates and their
      respective direct and indirect partners, members, shareholders, directors,
      officers, employees, agents and representatives (collectively, the “Goldberg
      Indemnified Parties”) harmless from and against any and all losses, claims,
      damages, obligations, liens, assessments, judgments, fines, liabilities and
      other costs and expenses, including without limitation, interest, penalties
      and
      any investigation, reasonable legal fees and disbursements and other expenses
      incurred in connection with, and any amount paid in settlement of, any action,
      suit or proceeding or any claim asserted, as the same are actually incurred
      by
      the Goldberg Indemnified Parties, of any kind or nature whatsoever which may
      be
      sustained or suffered by any such Goldberg Indemnified Party (collectively,
      “Goldberg Losses”) relating to or arising out of (i) any breach by Corp of any
      covenant or agreement contained in this Agreement or (ii) any breach or
      inaccuracy in any representation or warranty of Corp set forth in this
      Agreement; provided,
      that,
      Corp
      shall not be liable to the extent such Goldberg Losses arise from and are based
      on (A) a knowing and willful violation of any law or laws by a Goldberg
      Indemnified Party as finally determined by a court of competent jurisdiction
      or
      (B) a fraudulent act or omission by the Goldberg Indemnified Party as finally
      determined by a court of competent jurisdiction.

     

    (b) Indemnification
      by Goldberg.
      Goldberg agrees to defend, indemnify and hold Corp, its affiliates and their
      respective direct and indirect partners, members, shareholders, directors,
      officers, employees, agents and representatives (collectively, the “Corp
      Indemnified Parties”) harmless from and against any and all losses, claims,
      damages, obligations, liens, assessments, judgments, fines, liabilities and
      other costs and expenses, including without limitation, interest, penalties
      and
      any investigation, reasonable legal fees and disbursements and other expenses
      incurred in connection with, and any amount paid in settlement of, any action,
      suit or proceeding or any claim asserted, as the same are actually incurred
      by
      the Corp Indemnified Parties, of any kind or nature whatsoever which may be
      sustained or suffered by any such Corp Indemnified Party (collectively, “Corp
      Losses”) relating to or arising out of (i) any breach by Goldberg of any
      covenant or agreement contained in this Agreement or (ii) any breach or
      inaccuracy in any representation or warranty of Goldberg set forth in this
      Agreement; provided,
      that,
      Goldberg shall not be liable to the extent such Corp Losses arise from and
      are
      based on (A) a knowing and willful violation of any law or laws by a Corp
      Indemnified Party as finally determined by a court of competent jurisdiction
      or
      (B) a fraudulent act or omission by the Corp Indemnified Party as finally
      determined by a court of competent jurisdiction.

     


    
      
        
        

      

      
        -xi-

        
          

        

      

      
        
        

      

    


    9. Notices.
      All
      notices, demands and communications of any kind which either party may be
      required or may desire to serve upon the other party under the terms of this
      Agreement shall be made in writing to the Goldberg Representative or the Corp
      Representative as applicable and, except as otherwise contemplated pursuant
      to
      Sections 5(a)(iv) and 5(b)(iv) of this Agreement, shall be served upon the
      Goldberg Representative or the Corp Representative as applicable at the
      corresponding address set forth below.

     

    If
      to the
      Goldberg Representative, to:

     

    Jack
      Anfang

    6140
      Evian Place

    Boynton
      Beach, FL 33437

    


    and
      to:

    


    Jack
      Anfang

    139
      Haddon Road

    New
      Hyde
      Park, NY 11040

    


    and
      a
      copy to:

     

    Graubard
      Miller

    405
      Lexington Avenue

    New
      York,
      NY 10174

    
      	 	
              Attention:

            	
              Lester
                N. Henner, Esq.

            


    

    
      	 	 	
              Elaine
                M. Reich, Esq.

            


    

    


     

    If
      to the
      Corp Representative, to:

     

    Coach,
      Inc.

    516
      West
      34th Street

    New
      York,
      NY 10001

    
      	 	
              Attention:
                

            	
              Michael
                F. Devine, III, Executive Vice President and Chief Financial
                Officer

            


    

    
      	 	 	
              Todd
                Kahn, Senior Vice President and General
                Counsel

            


    

    


     


    
      
        
        

      

      
        -xii-

        
          

        

      

      
        
        

      

    


    with
      a
      copy to:

     

    Phillips
      Lytle LLP

    437
      Madison Avenue, 34th Floor

    New
      York,
      NY 10022

    Attention:
      Kenneth R. Crystal, Esq.

     

    The
      attorneys for the respective parties herein may, but shall not be obligated
      to,
      give notices on behalf of their respective clients.

     

    10. Limitation
      on Fiduciary Duties; No Limitation on Pursuit of Other Business
      Opportunities.
      The
      parties hereto disclaim and waive any and all fiduciary duties that may be
      owed
      to the other party to this Agreement in connection with matters contemplated
      in
      this Agreement. Further, the parties hereto agree that neither Goldberg nor
      Corp
      shall have any duties to the other party hereto with respect to any business
      opportunities that may come before Goldberg or Corp from time to time,
      regardless of whether or not such business opportunities relate in any way
      to
      the Property or are competitive in any way with the ownership and/or management
      and operation of the Property. 

    


    11. General
      Provisions.
      

     

    (a) Entire
      Agreement.
      This
      Agreement is the entire agreement among the parties with respect to the subject
      matter hereof and supersedes all prior agreements between them with respect
      thereto.

     

    (b) Amendment.
      This
      Agreement may not be altered or amended except by a written agreement duly
      executed by the parties.

     

    (c) Agreement
      Binding.
      The
      provisions of this Agreement shall be binding upon and shall inure to the
      benefit of the parties and their respective heirs, successors and assign,
      subject, however, to the provisions regarding assignment hereinabove set
      forth.

     

    (d) Headings.
      The
      headings of the several sections of this Agreement are inserted solely for
      convenience of reference, and in no way define, describe, limit, extend or
      aid
      in the construction of the scope, extent or intent of this Agreement or of
      any
      term or provision thereof.

     

    (e) Severability.
      In the
      event that any provision or any portion of any provision contained in this
      Agreement is unenforceable, the remaining provisions and, in the even that
      a
      portion of any provision is unenforceable, the remaining portion of such
      provision, shall nevertheless be carried into effect.

     

    (f) Governing
      Law.
      This
      Agreement is to be governed by and constructed in accordance with the laws
      of
      the State of New York. Any suit brought hereon, whether in contract, tort,
      equity or otherwise, shall be brought in the Supreme Court of the State of
      New
      York and County of New York, the parties hereby waiving any claim or defense
      that such forum is not convenient or proper. Each party hereby agrees that
      any
      such court shall have jurisdiction over such party, consents to service of
      process in any manner authorized by New York law, and agrees that a final
      judgment in any such action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      specified by law.

     

    (g) No
      Waiver.
      The
      failure of either party to enforce at any time or for any period of time the
      provisions of this Agreement shall not be construed as a waiver of such
      provisions or of the right of such party thereafter to enforce each and every
      such provision of this Agreement.

     

    (h) Attorneys’
      Fees.
      If any
      legal action or other proceeding is brought for the enforcement of this
      Agreement or because of an alleged dispute, breach, default or misrepresentation
      in connection with any of the provisions hereof, the successful or prevailing
      party shall be entitled to recover from the unsuccessful or nonprevailing party
      all attorneys’ fees, court costs and other costs actually incurred in such
      action or proceeding, in addition to any other relief to which it may be
      entitled. As used herein, “actual attorneys’ fees” or “attorneys’ fees actually
      incurred” means the full and actual costs of any legal services actually
      performed in connection with the matter for which such fees are sought
      calculated on the basis of the usual fees charged by the attorneys performing
      such services, and shall not be limited to “reasonable attorneys’ fees” as that
      term may be defined in statutory or decisional authority.

     


    
      
        
        

      

      
        -xiii-

        
          

        

      

      
        
        

      

    


    (i) Further
      Assurances.
      Each
      party shall perform all such acts and execute and deliver all such instruments,
      documents and writings as may be reasonably required to give full effect to
      this
      Agreement.

     

    (j) Survival
      of Representations and Warranties.
      Notwithstanding knowledge of facts determined or determinable by the parties
      pursuant to investigation or right of investigation, all representations and
      warranties of the parties contained in this Agreement shall survive execution,
      delivery and performance of this Agreement.

     

    (k) Counterparts.
      This
      Agreement may be executed by facsimile signatures and in separate counterparts,
      each of which when so executed and delivered shall be an original for all
      purposes, but all such counterparts shall together constitute but one and the
      same instrument.

     

    (l) Default
      by Corp.
      Any
      default or breach by Corp as Buyer under the Contract of Sale or a default
      by
      Corp as Tenant under the Net Lease among Goldberg and Corp as Landlord, and
      Corp
      as Tenant (“Net Lease”) that is uncured within the periods set forth in such
      agreements shall constitute a default by Corp under this Agreement, and any
      default by Corp under this Agreement that is uncured within the periods set
      forth herein shall constitute a default by Corp as Buyer under the Contract
      of
      Sale and by Corp as Tenant under the Net Lease.

     

    (m) Default
      by Goldberg.
      Any
      default or breach by Goldberg as Seller under the Contract of Sale or as a
      Landlord under the Net Lease that is uncured within the periods set forth in
      such agreements shall constitute a default by Goldberg under this Agreement,
      and
      any default by Goldberg under this Agreement that is uncured within the periods
      set forth herein shall constitute a default by Goldberg as Seller under the
      Contract of Sale and by Goldberg as a Landlord under the Net Lease.

     

    (n) Closing
      Under Contract of Sale.
      The
      terms and conditions of this Agreement to the contrary notwithstanding, no
      default or breach by the Corp or Goldberg, as the case may be, shall relieve
      the
      other party of the obligation to sell and purchase (respectively) the Premises
      pursuant to the Contract of Sale or deprive either party (A) of the remedy
      of
      specific performance under the Contract of Sale, provided, however, that the
      consummation of said closing shall not relieve the defaulting party of any
      liability for damages as a result of such default or breach, which liability
      shall survive the closing under the Contract of Sale, (B) all amounts due and
      payable hereunder which shall not then have been paid shall be paid at said
      closing, except that if said amounts are in dispute, the defaulting party shall
      deposit in escrow with the attorneys for the non-defaulting party the amount
      so
      in dispute pending the resolution or final adjudication of said
      dispute.

     


    
      
        
        

      

      
        -xiv-

        
          

        

      

      
        
        

      

    


    (o) In
      addition to any other remedies either party may have with this Agreement, if
      either party fails to pay to the other party any amount due hereunder, the
      failing party shall also pay interest at the lower (i) three percent (3%) per
      annum above the prime rate published in the Wall Street Journal, or (ii) the
      highest rate permitted by law on any amounts paid more than ten (10) days after
      same is due, which interest shall be paid for the period commencing on the
      date
      such amount is due and ending on the date same is paid. In addition, if any
      amounts due and payable hereunder shall remain past due for more than thirty
      (30) days, the defaulting party shall pay to the other interest equal to double
      the aforementioned amount.

     

    IN
      WITNESS WHEREOF,
      this
      Agreement is made on the day and year first above written.

     

    GOLDBERG
      34TH STREET, LLC


    


    


    By:
      _____________________________

    Name:

    Title:

    


    


    504-514
      WEST 34TH STREET CORP.

    


    


    


    By:
      _____________________________

    Name:

    Title:


    
      
        
        

      

      
        -xv-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    DESCRIPTION
      OF PROPERTY

    


    ALL
      that
      certain plot, piece or parcel of land, situate, lying and being in the Borough
      of MANHATTAN, City, County and State of NEW YORK, bounded and described as
      follows:

     

    BEGINNING
      at a point on the northerly side of WEST 33RD STREET, distant 205 feet westerly
      from the corner formed by the intersection of the northerly side of WEST 33RD
      STREET with the westerly side of TENTH AVENUE;

     

    RUNNING
      THENCE northerly and parallel with the westerly side of TENTH AVENUE, 197 feet
      6
      inches to the southerly side of WEST 34TH STREET;

     

    THENCE
      westerly along the said southerly side of WEST 34TH STREET, 145
      FEET;

     

    THENCE
      southerly and again parallel with the westerly side of TENTH AVENUE, 197 feet
      6
      inches to the northerly side of WEST 33RD STREET; and 

     

    THENCE
      easterly along the northerly side of 33RD STREET, 145 feet to the point or
      place
      of BEGINNING.


    
      
        
        

      

      
        -xvi-

        
          

        

      

      
        
        

      

    


    Exhibit
      H

     

    NET
      LEASE
      AGREEMENT

    By
      and
      Between

    GOLDBERG
      34TH STREET LLC AND 504-514 WEST 34TH STREET CORP.

    as
      Tenants-in-Common

    and

    504-514
      WEST 34TH STREET CORP.

    as
      Tenant

     

    Dated
      as
      of: July __, 2008

     

    Property
      Location: 516 West 34th Street


    
      
        
        

      

      
        -xvii-

        
          

        

      

      
        
        

      

    


    NET
      LEASE AGREEMENT

    


    This
      NET
      LEASE AGREEMENT (this “Lease”) is made as of the ____ day of July, 2008 by and
      between GOLDBERG, 34TH
      STREET
      LLC (“Goldberg”) and 504-514 WEST 34TH
      STREET
      CORP. (“504”), as tenants-in-common, having an address at 516 West 34th Street,
      New York, NY 10001 (“Landlord”) and 504-514
      WEST 34TH STREET CORP.,
      having
      an office at 516 West 34th Street, New York, NY 10001 (“Tenant”).

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      DEMISE
        AND PREMISES

       

      Demise.
        Landlord
        hereby leases to Tenant, and Tenant leases from Landlord, the land and the
        building located at 516 West 34th Street (Block 705, Lot 46), together with
        the
        improvements thereon (the “Building”), and all the rights, benefits and
        appurtenances thereto (collectively, the “Premises”). The land is more
        particularly described in Exhibit
        A
        attached
        hereto.

       

      LEASE
        TERM/USE

       

      Term.
        The
        term
        of this Lease (“Term”) shall commence upon the date of the First Closing, as
        such term is defined in the Contract of Sale (as hereinafter defined) (the
        “Commencement Date”) and shall expire, unless extended (as set forth herein) or
        until such term shall sooner cease and expire as hereinafter provided, on
        June
        30, 2015 (“Expiration Date”). 

       

      Use
        of Premises.
        The Premises may be occupied and used by Tenant for any lawful use, subject,
        however, to the provisions of this Lease.

       

      RENT

       

      Rent  Tenant
        shall pay to Landlord rent (“Rent”) commencing on the Commencement Date as set
        forth on the rent schedule attached as Exhibit
        B
        (the
“Rent Schedule”). At the direction of Landlord, Tenant may pay the Rent in two
        equal, separate payments to each of Goldberg 34th Street, LLC and 504-514
        West
        34th Street Corp.

       

      Section
        3.2 Triple
        Net Lease.
        (a) Commencing on the Commencement Date, Tenant shall be responsible for
        all
        costs of every nature and kind relating to the ownership, maintenance, repair,
        replacement, and operation of the building, and all other similar costs,
        including, without limitation the following:

       

      (i) Tenant
        shall be required to arrange and pay for directly to the provider thereof
        any
        and all electricity, steam, gas, water and/or other utilities desired by
        Tenant.
        Tenant may discontinue, add or change any utility services in its sole
        discretion from time to time.

       

      (ii) (I) Tenant,
        at its expense, shall maintain at all times during the term of this Lease
        and at
        all times when Tenant is in possession of the Premises (and cause its subtenants
        or any other occupant of any portion of the Premises by, through or under
        Tenant
        to maintain) (i) public liability insurance in respect of the Premises and
        the
        conduct or operation of Tenant’s business therein, with Landlord and Landlord’s
        managing agent, if any, as additional insureds, with a combined single limit
        (annually and per occurrence) of not less than $5,000,000 (with a deductible
        not
        exceeding $500,000), (ii) insurance (with a deductible not exceeding $500,000)
        covering all of Tenant’s property, including, without limitation, Tenant’s
        furniture, fixtures, machinery, equipment and other personal property and
        any
        property of third parties located in the Premises (“Tenant’s Property”) against
        all risks and perils for physical loss and damage, including, without
        limitation, additional expenses coverage, in an amount equal to the full
        replacement value of Tenant’s Property (as increased from time to time); and
        (iii) insurance (with a deductible not exceeding $500,000) covering the
        Building, including, without limitation, fixtures, machinery and equipment
        therein against all risks and perils for physical loss and damage, in the
        amount
        equal to the full replacement value of the Building (as increased from time
        to
        time).

       


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      (II) Tenant
        shall deliver to Landlord such policies or certificates of such policies
        (in
        form reasonably acceptable to landlord) prior to the commencement of the
        term of
        this Lease. Tenant shall procure and pay for renewals of such insurance from
        time to time before the expiration thereof, and Tenant shall deliver to Landlord
        and any additional insureds such renewal policy or certificate at least 30
        days
        before the expiration of any existing policy. All such policies shall name
        as
        additional insureds Landlord, Landlord’s managing agent and the holder of the
        existing mortgage encumbering the Premises (the “Mortgagee”), if required by
        Mortgagee, shall be issued by companies reasonably satisfactory to Landlord
        and
        all such policies shall contain a provision whereby the same cannot be canceled
        or modified unless Landlord and any additional insureds are given at least
        30
        days’ prior notice of such cancellation or modification, including, without
        limitation, any cancellation resulting from the non-payment of premiums.
        Landlord shall have the right at any time and from time to time, but not
        more
        frequently than once every two years, to require Tenant to increase the amount
        of the insurance maintained by Tenant under this provision, as reasonably
        determined by Landlord, provided that such amount shall not exceed the amount
        which is comparable to the amount then generally required of tenants in similar
        space in similar buildings in the general vicinity of the
        building.

       

      (b) It
        is the purpose and intent of the Landlord and Tenant that the rent payable
        hereunder shall be absolutely net to the Landlord so that this Lease shall
        yield, net to the Landlord, the rents specified in this Article 3 in each
        year
        during the term of this lease.

       

      (c) For
        the purpose of this Article:

       

      (i) The
        term “Taxes” shall mean (1) the real estate taxes, assessments and special
        assessments imposed on the Building and/or the land on which the Building
        is
        erected (including, without limitation, business improvement district charges),
        and (2) any reasonable expenses incurred in contesting the same. If at any
        time
        during the term of this Lease the methods of taxation prevailing on the date
        hereof shall be altered so that in lieu of, or as an addition to, or as a
        substitute for, the whole or any part of such real estate taxes, assessments
        and
        special assessments now imposed on real estate, there shall be levied, assessed
        and imposed (x) a tax, assessment, levy, imposition, license fee or charge
        wholly or partially as a capital levy or otherwise on the rents received
        therefrom, or (y) any other additional or substitute tax, assessment, levy,
        imposition , fee or charge, then all such taxes, assessments, levies,
        impositions, fees or charges shall be deemed to be included within the term
        “Taxes” for the purposes hereof (in no event, however, shall Taxes include any
        income, estate or inheritance tax of Landlord, or any transfer
        taxes).

       


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      (ii) If
        a Tax year ends after the expiration of the term of this Lease, the Tax payment
        therefor shall be prorated to correspond to the expiration or termination
        of the
        term of this Lease, the Tax payment therefor shall be prorated to correspond
        to
        that portion of such Tax Year occurring within the term of this Lease. In
        addition, the Tax payment shall be prorated for the Tax Year in which the
        payment of additional rent under this Article commences. If the real estate
        fiscal tax year of the City of New York shall be changed during the term
        of this
        Lease, any Taxes for a real estate fiscal tax year, a part of which is included
        within a particular Tax year and a part of which is not so included, shall
        be
        apportioned on the basis of the number of days in the real estate fiscal
        Tax
        year included in the particular Tax year for the purpose of making the
        computations under this Article.

       

      (iii) The
        Tax Payment shall be payable by Tenant within thirty (30) days after receipt
        of
        a demand from Landlord (but not more than 30 days before the tax is due),
        which
        demand shall be accompanied by Landlord’s computation of the Tax payment (a copy
        of the relevant tax bills shall be sent by Landlord to Tenant with each such
        demand).

       

      (d) In
        the event the Mortgagee requires the payment of any escrows or reserves for
        insurance, Taxes or other reserves, same shall be deposited with Mortgagee
        by
        Tenant.

       

      (e) The
        term
        "additional rent" shall also include all sums of money other than Rent as
        shall
        become due and payable by Tenant to Landlord hereunder. Each and every payment
        and expenditure, other than Rent and other than costs for any additions,
        alterations, repairs, replacements and improvements to the Building, which
        are
        required to be paid by Tenant under this Lease, shall be deemed to be additional
        rent hereunder, whether or not the provisions requiring payment of such amounts
        specifically so state, and shall be payable, unless otherwise provided in
        this
        Lease, on demand by Landlord and in the case of the non-payment of any such
        amounts, Landlord shall have, in addition to all of its other rights and
        remedies, all of the rights and remedies available to Landlord hereunder
        or by
        laws in the case of non-payment of Rent. Unless expressly otherwise provided
        in
        this Lease, the performance and observance by Tenant of all the terms, covenants
        and conditions of this Lease to be performed and observed by Tenant hereunder
        shall be performed and observed by Tenant at Tenant's sole cost and expense.
        In
        the event of Tenant's default in the payment of additional rent, Landlord
        shall
        have the same remedies as for a default in the payment of Rent.

       

      Section
        3.3 Discretion
        Over Premises

       

      To
        the extent not otherwise set forth in this Lease (but subject to the provisions
        of this Lease), Tenant has complete, discretion to make any use of the Premises,
        including, but not limited to, the complete, absolute and sole authority
        and
        discretion over all matters relating to maintenance, alteration, repair,
        management and operation of the Premises. Tenant may, but need not, renovate,
        construct, reconstruct, demolish, repair and/or alter from time to time the
        present or future structural or other portions of the Premises, at its sole
        cost
        and expense. Tenant shall be solely responsible for the maintenance, repair,
        upkeep and renovation of the Premises. Tenant shall have the sole right to
        any
        signage or other uses of the Premises during the term
        hereof.

       


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      Section
        3.4 Closing
        of Sale
        Reference is made to the Agreement dated of even date between Bauman 34th
        Street, LLC and Goldberg 34th Street, LLC, each as sellers and 504-514 West
        34th
        Street
        Corp., as buyer (the “Contract of Sale”). Anything herein to the contrary
        notwithstanding, if, following the First Closing (as such term is defined
        in the
        Contract of Sale), the Closing by Goldberg 34th Street, LLC fails to occur
        on or
        before the date which is 730 days following the date of the First Closing
        solely
        as a result of the default of Goldberg 34th Street, LLC (and Tenant as Buyer
        under the Contract of Sale is then ready, willing and able to close in
        accordance with the terms of the Contract of Sale), then twenty-five percent
        (25%) of Tenant’s rent under Section 3.1 above shall be abated, which abatement
        shall be applied against the portion of the rent under Section 3.1 which
        is
        allocated to Goldberg.

       

      AS
        IS

       

      As
        Is.
        Landlord
        shall deliver and Tenant shall accept the Premises in “as is” condition, it
        being understood and agreed that Landlord has no obligations with respect
        to the
        construction of, or any improvements to, the Premises. Landlord makes no
        representation or warranty with respect to the condition of the Premises
        or its
        fitness or availability for any particular use, and Landlord shall not be
        liable
        for any latent or patent defect therein.

       

      Violations.
        Tenant,
        at its sole cost and expense, shall, throughout the term of this Lease, comply
        in all respects with (i) all laws and/or requirements of public authorities,
        whether present or future, foreseen or unforeseen, ordinary or extraordinary,
        and whether or not the same shall be presently within the contemplation of
        Landlord and Tenant or shall involve any change of governmental policy, or
        require structural or nonstructural repairs or alterations or additions,
        and
        irrespective to the cost thereof, which may be applicable to the Premises
        or the
        use and occupancy thereof, (ii) any agreements, contracts, easements and
        restrictions affecting the Premises or any part thereof or the ownership,
        occupancy or use thereof existing on the date hereof or hereafter created
        by
        Tenant, or consented to or requested by Tenant.

       

      Repairs
        and Maintenance.
        Subject
        to Section 3.3 above, (a) Tenant, at its sole cost and expense, shall be
        solely
        responsible for the Premises and all fixtures, equipment, machinery and
        apparatus (including but not limited to heating, air-conditioning, plumbing,
        electrical, sanitary and other systems) in or servicing the Premises and
        entrance and exit doors to and from the Building or other areas of the Premises;
        as well as all personal property and trade fixtures therein, and all roadways,
        sidewalks, curbs and trackage rights, if any (to the extent the same are
        subject
        to Tenant's control), on, adjacent and appurtenant thereto.

       

      (b) Throughout
        the Term, Tenant, at its sole cost and expense, shall be solely responsible
        for
        any periodic inspection, maintenance, repair and replacement of the heating,
        air-conditioning, plumbing, electrical, sanitary and other equipment and
        systems
        located in or to be located in the Premises.

       


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      (c) Tenant
        shall not commit or suffer to be committed any waste upon or about the Premises.
        Tenant shall not make any claim or demand upon or bring any action against
        Landlord for any loss, cost, injury, damage or other expense caused by any
        failure or defect, structural or non-structural, of the Premises or any part
        thereof.

       

      (d) Landlord
        shall not under any circumstances be required to build any improvements on
        the
        Premises, or to make any repairs, replacements, alterations or renewals of
        any
        nature or description to the Premises or to any of the improvements, whether
        interior or exterior, ordinary or extraordinary, structural or non-structural,
        foreseen or unforeseen, or to make any expenditure whatsoever in connection
        with
        this Lease or to inspect or maintain the Premises in any way. Tenant hereby
        waives the right to make repairs, replacements, renewals or restorations
        at the
        expense of Landlord pursuant to any laws.

       

      Services
        and Utilities.
        Landlord shall have no obligation whatsoever to furnish any utilities or
        building services of any kind. Tenant shall furnish, at its own expenses,
        all
        utilities of every type and nature required by it and make its own arrangements
        with the public utility company servicing the Premises for the furnishing
        of,
        and payment of all charges for all utilities of every kind consumed by Tenant
        in
        the Premises. All electricity consumed by any of the foregoing utilities
        or
        systems shall be paid for by Tenant.

       

      ARTICLE
        5. END OF TERM

       

      Section
        5.1 End
        of Term. At
        or before the end of the Term, Tenant will promptly quit and surrender the
        Premises to Landlord, free of all tenancies or other rights of occupancy,
        subject to Article 3 above and subject to the Contract of
        Sale.

       

      ARTICLE
        6. MECHANIC’S LIENS

       

      Section
        6.1 Mechanic’s
        Liens.
        Tenant
        will pay or cause to be paid all costs and charges for work done by or for
        Tenant in or to the Premises, and for all materials furnished for or in
        connection with such work. Tenant will indemnify Landlord against, and hold
        Landlord harmless of and from, all mechanics’ liens and claims of liens, and all
        other liabilities, claims and demands on account of such work by or on behalf
        of
        Tenant. If any such lien is filed against the Premises or the Building, Tenant
        will cause such lien to be discharged of record, by bond, payment of money
        into
        court, or otherwise, within sixty (60) days of Tenant’s receipt of notice of the
        filing of the notice of lien for same. If any such lien cannot be removed
        or
        discharged within sixty (60) days, Tenant shall not be deemed in default
        provided Tenant is diligently pursuing such discharge or removal.

       

      ARTICLE
        7. SUBORDINATION AND NON-DISTURBANCE

       

      Section
        7.1 Subordination
        and Non-Disturbance.

       

      (a) Without
        the necessity of any additional document being executed by Tenant for the
        purpose of effecting a subordination, this Lease shall be subject and
        subordinate at all times to any mortgage and the lien, and the rights of
        the
        holder thereof (in any amounts and all advances thereon, which may now or
        hereafter affect this Agreement or the Premises, and to all renewals,
        modifications, consolidations, participations, replacements, and extensions
        thereof. The term “mortgage” as used herein shall be deemed to include trust
        indenture(s), deed(s) of trust, and security deed(s). Tenant agrees to attorn
        to
        the holder thereof, its affiliates, successors and assigns or any purchaser
        of
        the Premises in a foreclosure proceeding or by a deed in lieu of foreclosure
        (a
“Mortgagee Party”) who shall succeed to the Landlord’s interest in the Premises
        upon request of such Mortgagee Party. Upon request of the holder thereof,
        the
        parties shall promptly execute and acknowledge, without charge therefor,
        an
        agreement acknowledging such subordination and agreeing to attorn to any
        Mortgagee Party who shall succeed to Landlord’s interest in the Premises.


       


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      Landlord
        represents and warrants that as of the date hereof there are no ground or
        underlying leases covering the whole or any portion of the
        Building.

       

      Intentionally
        Omitted.

       

      Landlord
        covenants that, during the term of this Lease, it will not encumber the property
        with any mortgages, liens, ground leases, security interests or encumbrances
        other than the Mortgage and will take no action to increase the its obligations
        under the Mortgage.

       

      ARTICLE
        8. EMINENT
        DOMAIN/DAMAGE AND DESTRUCTION

       

      Section
        8.1 Taking/Damage
        and Destruction.
        If all
        or part of the Premises are taken by the exercise of the power of eminent
        domain, Tenant shall be entitled to claim all awards or compensation which
        are
        due from the applicable governmental organization that exercised the power
        of
        eminent domain or provides compensation for the exercise of such eminent
        domain
        power. If all or part of the Building shall be damaged or destroyed by fire
        or
        other casualty, Tenant shall be entitled to claim all insurance proceeds,
        awards
        or compensation with respect to said damage or destruction. In the case of
        a
        taking or damage and destruction, this Lease and the Tenant’s obligations
        hereunder shall not be affected hereby. Tenant may, but need not, rebuild,
        repair, alter, demolish or otherwise deal with the Building as it shall deem
        appropriate in each instance.

       


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      ARTICLE
        9. CROSS
        DEFAULT

       

      Section
        9.1 Default
        by Tenant.
        Any
        default or breach by Tenant as buyer under the Contract of Sale or a default
        by
        Tenant as a tenant-in-common under the TIC Agreement (as hereinafter defined)
        that is uncured within the periods set forth in such agreements shall constitute
        a default by Tenant under this Lease, and any default by Tenant under this
        Lease
        that is uncured within the periods set forth herein shall constitute a default
        by Tenant as buyer under the Contract of Sale and by Tenant as a
        tenant-in-common under the TIC Agreement.

       

      Section
        9.2 Default
        by Landlord.
        Any
        default or breach by Goldberg as Seller under the Contract of Sale or a default
        by Goldberg as a tenant-in-common under the TIC Agreement that is uncured
        within
        the periods set forth in such agreements shall constitute a default by Goldberg
        under this Lease, and any default by Landlord under this Lease that is uncured
        within the periods set forth herein shall constitute a default by Goldberg
        under
        the Contract of Sale and by Goldberg as a tenant-in-common under the TIC
        Agreement.

       

      Section
        9.3 Closing
        Under Contract of Sale.
        The
        terms and conditions of this Article 9 to the contrary notwithstanding, no
        default or breach by the Tenant or Landlord, as the case may be, shall relieve
        the other party of the obligation to sell and purchase (respectively) the
        Premises pursuant to the Contract of Sale or deprive either party of the
        remedy
        of specific performance under the Contract of Sale, provided, however, that
        (A)
        the consummation of said closing shall not relieve the defaulting party of
        any
        liability for damages as a result of such default or breach, which liability
        shall survive the closing under the Contract of Sale, (B) all amounts of
        Rent
        due and payable pursuant to Section 3.1 hereunder which shall not then have
        been
        paid shall be paid at said closing, and (C) all amounts of additional rent
        which
        shall not then have been paid shall be paid at said closing except that if
        said
        amounts are in dispute, the defaulting party shall deposit in escrow with
        the
        attorneys for the non-defaulting party the amount so in dispute pending the
        resolution or final adjudication of said dispute.

       

      ARTICLE
        10. QUIET ENJOYMENT

       

      Section
        10.1 Quiet
        Enjoyment.
        Landlord
        covenants and agrees with Tenant, that upon Tenant paying the rent and
        additional rent and observing and performing all of the terms, covenants
        and
        conditions on Tenant’s part to be observed and performed, Tenant may peaceably
        and quietly enjoy the Premises, subject nevertheless to the terms and conditions
        of this Lease and the Mortgage.

       

      ARTICLE
        11. DEFAULT

       

      Section
        11.1 Default
        by Tenant, Remedies.

       

      (a) If
        Tenant defaults in fulfilling any of the covenants of this Lease, or if the
        Premises becomes vacant or deserted, or if this Lease be rejected under §365 of
        Title 11 of the U.S. Code (Bankruptcy Code); or if any execution or attachment
        shall be issued against Tenant or any of Tenant’s property whereupon the
        Premises shall be taken or occupied by someone other than Tenant; then in
        any
        one or more of such events, upon Landlord serving a written 10 days notice
        with
        respect to a default in the payment of rent or additional rent or 30 days
        notice
        with respect to any other default notice upon Tenant specifying the nature
        of
        said default, and upon the expiration of said 10 or 30 days, as the case
        may be,
        if Tenant shall have failed to comply with or remedy such default, or if
        the
        said default or omission complained of shall be of a nature that the same
        cannot
        be completely cured or remedied within said 30 day period (it being intended
        that a default in the payment of rent or additional rent shall not have the
        benefit of this extension of the cure period), and if Tenant shall not have
        diligently commenced during such default within such 30 day period, and shall
        not thereafter with reasonable diligence and in good faith, proceed to remedy
        or
        cure such default, then Landlord may serve a written five (5) days notice
        of
        cancellation of this Lease upon Tenant, and upon the expiration of said five
        (5)
        days this Lease and the term thereunder shall end and expire as fully and
        completely as if the expiration of such five (5) day period were the day
        herein
        definitely fixed for the end and expiration of this Lease and the term thereof,
        and Tenant shall then quit and surrender the Premises to Landlord, but Tenant
        shall remain liable as hereinafter provided.

       


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      (b) In
        case of re-entry or dispossession by legal proceedings, or termination of
        this
        Lease by Landlord as in subparagraph (a) above provided, Tenant shall be
        liable
        to Landlord for all reasonable expenses Landlord incurs for: (i) legal fees
        and
        other expenses related to obtaining possession; and (ii) brokerage commissions
        in obtaining another tenant.

       

      (c) In
        addition to any other remedies Landlord may have under this Lease, Tenant
        shall
        pay to Landlord interest at the lower of (i) 3% per annum above the prime
        rate
        published in the Wall Street Journal (or, if no longer published, then Landlord
        shall substitute a similar rate) or (ii) the highest rate permitted by law
        and
        on rent or additional rent paid more ten (10) days after same is due, which
        interest shall be paid for the period commencing on the date such rent or
        additional rent was first due and ending on the date same as paid. In addition,
        if any amounts of Rent due and payable under Section 3.1 hereof shall remain
        past due for more than thirty (30) days, Tenant shall pay to Landlord interest
        equal to double the aforesaid amount.

       

      (d) If
        the
        Premises are not surrendered and vacated as and at the time required by this
        Lease (time being of the essence), Tenant shall be liable to Landlord for
        (a)
        all losses, costs, liabilities and damages which Landlord may incur by reason
        thereof, including, without limitation, reasonable attorneys’ fees, and Tenant
        shall indemnify, defend and hold harmless Landlord against all claims made
        by
        any succeeding tenants against Landlord or otherwise arising out of or resulting
        from the failure of Tenant to timely surrender and vacate the Premises in
        accordance with the provisions of this Lease, and (b) per diem use and occupancy
        in respect of the Premises equal to two times the fixed rent and additional
        rent
        payable under this lease for the last year of the term of this Lease (which
        amount Landlord and Tenant presently agree is the minimum to which Landlord
        would be entitled, is presently contemplated by them as being fair and
        reasonable under such circumstances and is not a penalty). In no event, however,
        shall this paragraph be constructed as permitting Tenant to hold over in
        possession of the Premises after the expiration or termination of the term
        of
        this Lease.

       


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      (e) LANDLORD
        AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
        BROUGHT BY EITHER AGAINST THE OTHER, OR AS TO ANY MATTERS ARISING OUT OF
        OR IN
        ANY WAY CONNECTED WITH THIS LEASE, OR THEIR RELATIONSHIP AS LANDLORD AND
        TENANT,
        OR TENANT’S USE OR OCCUPANCY.

       

      ARTICLE
        12 
        ASSIGNMENT AND SUBLETTING

       

      Section
        12.1 Tenant’s
        Rights.
        (a)
        Tenant may assign this Lease or sublet any or all of the Premises without
        Landlord’s consent upon thirty (30) days written notice to
        Landlord.

       

      (b) Each
        assignment or subletting pursuant to this Article shall be subject to all
        of the
        terms of this Lease. Notwithstanding any such subletting or assignment and/or
        acceptance of rent or additional rent by Landlord from any subtenant or
        assignee, Tenant shall remain fully liable for (and any assignee shall assume
        the obligation for) the payment of the fixed rent and additional rent due
        and to
        become due under this Lease and for the performance of all Tenant’s obligations
        under this Lease. All acts and omissions of any subtenant or assignee or
        anyone
        claiming under or through any subtenant or assignee which shall be in violation
        of any of the obligations of this Lease shall be deemed to be a violation
        by
        Tenant. Tenant further agrees that notwithstanding any such subletting or
        assignment, no further subletting or assignment by tenant or any person claiming
        through or under Tenant shall be made except upon compliance with and subject
        to
        the provisions of this Article.

       

      ARTICLE
        13 NOTICES

       

      Section
        13.1 Notices.
        All
        notices required or permitted by any provision of this Lease shall be directed
        as follows:

      


      
        	 	
                To
                  Tenant:

              	
                Coach,
                  Inc.

              


      

      
        	 	 	
                516
                  West 34th Street

              


      

      
        	 	 	
                New
                  York, NY 10001

              


      

      
        	 	 	
                Attention:
                  Todd Kahn, General Counsel

              


      

      


      
        	 	
                with
                  a copy to:

              	
                Phillips
                  Lytle LLP

              


      

      
        	 	 	
                437
                  Madison Avenue, 34th Floor

              


      

      
        	 	 	
                New
                  York, NY 10022

              


      

      
        	 	 	
                Attention:
                  Kenneth R. Crystal, Esq.

              


      

      


      
        	 	
                To
                  Landlord:

              	
                504-514
                  West 34th Street Corp.

              


      

      
        	 	 	
                c/o
                  Coach, Inc.

              


      

      
        	 	 	
                516
                  West 34th Street

              


      

      
        	 	 	
                New
                  York, NY 10001

              


      

      
        	 	 	
                Attention:
                  Todd Kahn, General Counsel

              


      

      


      
        	 	
                with
                  a copy to:

              	
                Phillips
                  Lytle LLP

              


      

      
        	 	 	
                437
                  Madison Avenue, 34th Floor

              


      

      
        	 	 	
                New
                  York, NY 10022

              


      

      
        	 	 	
                Attention:
                  Kenneth R. Crystal, Esq.

              


      


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      
        	 	
                and:

              	
                Goldberg
                  34th Street, LLC

              


      

      
        	 	 	
                c/o
                  Jack Anfang

              


      

      
        	 	 	
                6140
                  Evian Place

              


      

      
        	 	 	
                Boynton
                  Beach, FL 33437

              


      

      


      
        	 	
                and

              	
                Goldberg
                  34th Street, LLC

              


      

      
        	 	 	
                c/o
                  Jack Anfang

              


      

      
        	 	 	
                139
                  Haddon Road

              


      

      
        	 	 	
                New
                  Hyde Park, NY 11040

              


      

       

      
        	 	
                with
                  a copy to:

              	
                Graubard
                  Miller

              


      

      
        	 	 	
                405
                  Lexington Avenue

              


      

      
        	 	 	
                New
                  York, NY 10174

              


      

      
        	 	 	
                Attention:
                  Lester Henner, Esq.

              


      

      


      All
        notices to be given hereunder by either party shall be written and sent by
        registered or certified mail, return receipt requested, postage prepaid,
        hand
        delivered or sent via a nationally recognized next day courier service (such
        as
        Federal Express, DHL, etc.) addressed to the party intended to be notified
        at
        the address set forth above. Either party may, at any time, or from time
        to
        time, notify the other in writing of a substitute address(es) for that given
        above, and thereafter notices shall be directed to the substitute address(es).
        Notice given by certified or registered mail or by next day courier service
        as
        aforesaid shall be deemed given on the date of deposit in the mail or with
        the
        next day courier service. Notices hand delivered shall be deemed given on
        the
        day delivered (or first refused for delivery).

       

      The
        attorneys for the respective parties herein may, but shall not be obligated
        to,
        give notices on behalf of their respective clients.

       


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


      ARTICLE
        14. ESTOPPEL
        CERTIFICATES

       

      Section
        14.1 Estoppel
        Certificates.
        Within
        fifteen (15) days after receipt of Landlord’s or Tenant’s request (“Requesting
        Party”), Landlord or Tenant, as the case may be (“Answering Party”), shall
        execute and deliver to the Requesting Party a declaration to any person
        designated by such party: (i) stating the Commencement Date and Expiration
        Date
        of the Lease; and (ii) certifying (a) that this Lease is in full force and
        effect and has not been assigned, modified, supplemented or amended (except
        by
        such written instruments set forth therein), (b) that all conditions under
        this
        Lease to be performed by the Answering Party have been satisfied (stating
        exceptions, if any), (c) to the best knowledge of Answering Party, no defenses
        or offsets against the enforcement of this Lease by the Answering Party exist
        (or stating those claimed), (d) advance Rent, if any, paid by Tenant, (e)
        the
        date to which Rent has been paid, and (f) such other information as the
        Requesting Party reasonably requires.

       

      ARTICLE
        15. MISCELLANEOUS

       

      Section
        15.1 Waiver.
        No
        waiver by Landlord or Tenant of any breach of any term, covenant or condition
        hereof shall be deemed a waiver of the same or any subsequent breach of the
        same
        or any other term, covenant or condition. The acceptance of Rent by Landlord
        shall not be deemed a waiver of any earlier breach by Tenant of any term,
        covenant or condition hereof, regardless of Landlord’s knowledge of such breach
        when such Rent is accepted. No covenant, term or condition of this Lease
        shall
        be deemed waived by Landlord or Tenant unless waived in writing.

       

      Section
        15.2 Entire
        Agreement.
        There
        are no representations, covenants, warranties, promises, agreements, conditions
        or undertakings, oral or written, between Landlord and Tenant other than
        herein
        set forth, set forth in the Contract of Sale or in that certain
        Tenancy-In-Common Agreement between Goldberg and 504 of even date (the “TIC
        Agreement”). Except as herein otherwise provided, no subsequent alteration,
        amendment, change or addition to this Lease shall be binding upon Landlord
        or
        Tenant unless in writing and signed by both parties.

       

      Section
        15.3 No
        Partnership.

       

      Landlord
        does not, in any way or for any purpose, become a partner, employer, principal,
        master, agent or joint venturer of or with Tenant.

       

      Section
        15.4 Counterparts.
        This
        Lease may be executed by facsimile signatures and in separate counterparts,
        each
        of which when so executed and delivered shall be an original for all purposes,
        but all such counterparts shall together constitute but one and the same
        instrument.

       

      Section
        15.5 Captions
        and Section Numbers.
        This
        Lease shall be construed without reference to the titles of Articles and
        Sections, which are inserted only for convenience of reference.

       


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      


      Section
        15.6 Number
        and Gender.
        The use
        herein of a singular term shall include the plural and use of the masculine,
        feminine or neuter genders shall include all others.

       

      Section
        15.7 Broker’s
        Commission.
        Landlord
        and Tenant each represent to the other that they dealt with no broker in
        connection with this transaction. Landlord and Tenant shall each indemnify,
        defend and hold harmless the other from and against any claim by any broker
        or
        other person for a commission or other compensation in connection with that
        transaction if such claim is based in whole or in part upon any act of the
        indemnifying party or its representatives, and from all losses, liabilities,
        costs and expenses in connection with such claim, including reasonable attorneys
        fees. Landlord and Tenant agree to pay all amounts due to their respective
        consultants.

       

      Section
        15.8 Partial
        Invalidity.
        If any
        provision of this Lease or the application thereof to any person or circumstance
        shall to any extent be invalid or unenforceable, the remainder of this Lease,
        or
        the application of such provision to persons or circumstances other than
        those
        as to which it is invalid or unenforceable, shall not be affected thereby
        and
        each provision of this Lease shall be valid and enforceable to the fullest
        extent permitted by law.

       

      Section
        15.9 Intentionally
        Omitted.

       

      Section
        15.10 Applicable
        Law.
        This
        Lease shall be construed under the internal laws of the State of New
        York.

       

      Section
        15.11 Holding
        Over.
        If Tenant remains in possession of all or any part of the Premises after
        the
        expiration of the Term: (a) such tenancy will be deemed to be a periodic
        tenancy
        from month-to-month only; (b) such tenancy will not constitute a renewal
        or
        extension of this Lease for any further term; and (c) such tenancy may be
        terminated by either party hereto upon thirty (30) days prior written notice
        by
        either party and Tenant shall pay two hundred (200%) percent of the Rent
        then
        otherwise due and payable hereunder. Tenant at any time or by Landlord at
        least
        twelve (12) months after the expiration of the Term. Such month-to-month
        tenancy
        will be subject to every other term, condition, and covenant contained in
        this
        Lease.

       

      Section
        15.12 Signs.
        During
        the Term hereof and any renewals, Tenant shall have the sole and exclusive
        right
        to install signage on and in the Building and the Premises, subject only
        to
        obtaining all governmental and municipal approvals and permits required in
        connection with its signage.

       

      Section
        15.13 Landlord’s
        Consent.
        Wherever
        in this Lease Tenant is required to, or desires to, obtain Landlord’s consent or
        approval, Landlord agrees to not unreasonably withhold, delay or condition
        any
        such consent(s).

       

      Section
        15.14 Intentionally
        Omitted.
        

       


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


      Section
        15.15 Subleases.
        This
        Lease is subject to (a) that certain Lease Agreement between Forest Electric
        Corp. and the predecessors-in-interest to Landlord dated August 15, 2002,
        (b)
        that certain Lease Agreement between Coach, Inc. and the
        predecessors-in-interest to Landlord, dated July 1, 2000, and (c) that certain
        Signed Lease between Van Wagner Communications, LLC and the
        predecessors-in-interest to Landlord dated December 1, 2000, each as heretofore
        amended (collectively, the “Subleases”) and the Contract of Sale. From and after
        the date hereof, Forest Electric Corp., Coach, Inc. and Van Wagner
        Communications, LLC shall be subtenants of Tenant, and Tenant is solely
        responsible for all obligations and entitled to all of the benefits of the
        landlord under the terms of the Subleases and shall have sole authority with
        respect to the exercise of any remedies with respect thereto, and the entering
        into of any amendments, modifications, extensions or terminations
        thereof.
        At
        the
        time of the First Closing (as such term is defined in the Contract of Sale),
        Goldberg 34th Street LLC shall execute an Assignment of the Landlord’s interest
        in the Subleases to Tenant (the “Assignment of Subleases”), which Assignment of
        Subleases shall further provide that if Tenant shall fail to pay Rent hereunder
        after applicable notice and cure periods, said Assignment of Subleases shall
        be
        void and the landlord’s interest in said Subleases shall revert to
        Landlord.

       

      Section
        15.16 Corporate
        Authority.
        Landlord and Tenant represent and warrant to each other that their respective
        Board of Directors have duly authorized the execution of this
        Lease.

       

      Section
        15.17 No
        Owner Liability. Landlord,
        its partners, members, officers, directors and principals, disclosed and
        undisclosed, shall have no personal liability under this Lease. Tenant shall
        look only to Landlord’s interest in the land and the building for the
        satisfaction of Tenant’s remedies for the collection of a judgment (or other
        judicial process) requiring the payment of money by Landlord in the event
        of any
        default by Landlord under this Lease, and no other property or assets of
        Landlord or its partners, members, officers, directors or principals, disclosed
        or undisclosed, shall be subject to lien, levy, execution or other enforcement
        procedure for the satisfaction of Tenant’s remedies under or with respect to
        this Lease, the relationship of Landlord and Tenant under this Lease or Tenant’s
        use or occupancy of the Premises. If Tenant shall acquire a lien on such
        other
        property or assets by judgment of otherwise, Tenant shall promptly release
        such
        lien by executing and delivering to Landlord any instrument, prepared by
        Landlord, required for such lien to be released. 

       

      Section
        15.18 Hazardous
        Materials.
        In
        addition to any other restrictions set forth in this Lease, except as otherwise
        provided in this Lease, Tenant shall not cause or permit, as a result of
        any
        intentional act or omission on the part of Tenant, its agents, employees,
        tenants, subtenants or other occupants of the Premises to release Hazardous
        Substances (as defined in this Article) in or from any portion of the Premises
        in violation of any Environmental Laws. Tenant shall indemnify, defend and
        hold
        harmless Landlord, and its successors, assigns, and each of their partners,
        employees, agents, officers and directors from and against any claims, demands,
        penalties, fines, liabilities, settlements, damages, losses, costs or expenses
        of whatever kind or nature, known or unknown, contingent or otherwise,
        including, without limitation, reasonable attorneys’ and consultants’ fees and
        disbursements and investigation and laboratory fees arising out of (a) the
        presence, disposal, release or threat of release of any Hazardous Substance
        as a
        result of any act or omission of Tenant, its agents, employees, tenants,
        subtenants, invitees or other occupants of the Premises, in or from or affecting
        the Premises (b) any personal injury (including wrongful death) or property
        damage, real or personal arising out of any such Hazardous Substance, (c)
        any
        lawsuit brought, settlement reached, or government order relating to such
        Hazardous Substance, and (d) any violations of laws, order, regulations,
        requirements or demands or governmental authorities by Tenant. “Hazardous
        Substance” shall mean “solid waste” or “hazardous waste,” “hazardous material,”
“hazardous substance” and “petroleum product” as defined in the Resource
        Conservation and Recovery Act, the Comprehensive Environmental Response,
        Compensation and Liability Act, the Hazardous Material Transportation Act,
        the
        Federal Water Pollution Control Act and the Superfund Amendments and
        Reauthorization Act of 1986, any laws relating to underground storage tanks
        and
        any similar or successor federal law, state law or local statutes and ordinances
        and any rules, regulations and policies promulgated thereunder, as any of
        such
        federal, state and local statutes, ordinances and regulations may be amended
        from time to time (collectively, “Environmental Laws”).

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

      Section
        15.19 Net
        Lease; Non-Terminability.
        This is
        an absolutely net lease, and this Lease shall not terminate nor shall Tenant
        have any right to terminate this Lease; nor shall Tenant be entitled to any
        abatement, deduction, deferment, suspension or reduction of, or setoff, defense
        or counterclaim against, any rentals, charges, or other sums payable by Tenant
        under this Lease; nor shall the respective obligations of Landlord and Tenant
        be
        otherwise affected by reason of damage to or destruction of the Premises
        from
        whatever cause, any taking by condemnation, eminent domain or by agreement
        between Landlord and those authorized to exercise such rights, the lawful
        or
        unlawful prohibition of Tenant's use of the Premises, the interference with
        such
        use by any persons, corporations or other entities, or by reason of any default
        or breach of any warranty by Landlord under this Lease or any other agreement
        between Landlord and Tenant, or to which Landlord and Tenant are parties,
        or for
        any other cause whether similar or dissimilar to the foregoing, any laws
        to the
        contrary notwithstanding; it being the intention that the obligations of
        Landlord and Tenant hereunder shall be separate and independent covenants
        and
        agreements and that the Rent, additional rent and all other rents and charges
        and sums payable by Tenant hereunder shall continue to be payable in all
        events
        unless the obligations to pay the same shall be terminated pursuant to the
        express provisions of this Lease; and Tenant covenants and agrees that it
        will
        remain obligated under this Lease in accordance with its terms, and, except
        as
        may be expressly authorized by the terms of this Lease, that it will not
        take
        any action to terminate, cancel, rescind or void this Lease, notwithstanding
        the
        bankruptcy, insolvency, reorganization, composition, readjustment, liquidation,
        dissolution, winding up or other proceedings affecting Landlord or any assignee
        of, or successor to, Landlord, and notwithstanding any action with respect
        to
        this Lease that may be taken by a trustee or receiver of Landlord or any
        assignee of, or successor to, Landlord or by any court in any such
        proceeding.

       

      Section
        15.20 Attorneys
        Fees.
        If any
        legal action or other proceeding is brought for the enforcement of any
        provisions of this Lease or because of an alleged default hereunder, then
        the
        prevailing party shall be entitled to recover from the other party all
        attorney’s fees, court costs and other costs actually incurred in such action or
        proceeding, in addition to any other relief to which it may be
        entitled.

       


      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Landlord and Tenant have signed this Lease as of the date
        and
        year first above written.

       

      LANDLORD:

       

      GOLDBERG
        34TH STREET LLC

       

      By: 
        ___________________________
Name:
Title:

       

      504-514
        WEST 34TH STREET CORP.

       

      By: 
        ___________________________
Name:
Title:

       

      TENANT:

       

      504-514
        WEST 34TH STREET CORP.

       

      By: 
        ___________________________
Name:
Title:

      



      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        A

       

      The
        Land

      


      


      ALL
        that
        certain plot, piece or parcel of land, situate, lying and being in the Borough
        of MANHATTAN, City, County and State of NEW YORK, bounded and described as
        follows:

      


      BEGINNING
        at a point on the northerly side of WEST 33RD STREET, distant 205 feet westerly
        from the corner formed by the intersection of the northerly side of WEST
        33RD
        STREET with the westerly side of TENTH AVENUE;

      


      RUNNING
        THENCE northerly and parallel with the westerly side of TENTH AVENUE, 197
        feet 6
        inches to the southerly side of WEST 34TH STREET;

      


      THENCE
        westerly along the said southerly side of WEST 34TH STREET, 145
        FEET;

      


      THENCE
        southerly and again parallel with the westerly side of TENTH AVENUE, 197
        feet 6
        inches to the northerly side of WEST 33RD STREET; and 

       

      THENCE
        easterly along the northerly side of 33RD STREET, 145 feet to the point or
        place
        of BEGINNING.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        B

       

       

      With
        closing in September

       

       

      


       

      Rent
        Schedule


      


      


      
        	
                Month

              	
                Rent

              
	 	 
	
                Month
                  1

              	
                $448,309

              
	
                Month
                  2

              	
                $448,661

              
	
                Month
                  3

              	
                $451,045

              
	
                Month
                  4

              	
                $445,052

              
	
                Month
                  5

              	
                $441,462

              
	
                Month
                  6

              	
                $444,639

              
	
                Month
                  7

              	
                $449,663

              
	
                Month
                  8

              	
                $456,004

              
	
                Month
                  9

              	
                $456,883

              
	
                Month
                  10

              	
                $452,116

              
	
                Month
                  11

              	
                $494,784

              
	
                Month
                  12

              	
                $492,511

              
	
                Month
                  13

              	
                $494,994

              
	
                Month
                  14

              	
                $495,356

              
	
                Month
                  15

              	
                $497,807

              
	
                Month
                  16

              	
                $491,651

              
	
                Month
                  17

              	
                $488,935

              
	
                Month
                  18

              	
                $492,190

              
	
                Month
                  19

              	
                $497,342

              
	
                Month
                  20

              	
                $503,833

              
	
                Month
                  21

              	
                $504,745

              
	
                Month
                  22

              	
                $499,854

              
	
                Month
                  23

              	
                $500,162

              
	
                Month
                  24

              	
                $497,826

              
	
                Month
                  25 and each month thereafter through June 30, 2015

              	
                $476,909

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        I

       

      
        	
                Via
                  Hand Delivery

                504-514
                  West 34th Street Corp.

                c/o
                  Coach, Inc.

                516
                  West 34th Street

                New
                  York, NY 10001

                Attention:
                  Todd Kahn, General Counsel

              	
                July
                  __, 2008

              


      

      


      Re: Net
        Lease
        Agreement by and between Goldberg 34th Street LLC (“Goldberg”) and 504-514 West
        34th Street Corp. (“504-514 Corp.”) as Tenants-in-Common and 504-514
        West 34th Street Corp. as Tenant (the “Net Lease”)

      


      Ladies
        and Gentlemen: 

       

      Reference
        is made to the Net Lease. The parties to this letter agreement (the “Letter
        Agreement”) hereby agree that:

       

      1. Upon
        the
        effective date of the Net Lease, 504-514 Corp. shall have and may exercise
        all
        powers and rights necessary, proper, convenient or advisable to act with
        respect
        to any and all matters associated with the current debt obligation due and
        owing
        to Bear Stearns Commercial Mortgage, Inc., or any subsequent holder of such
        debt
        obligation (the “First Mortgagee”) by 504-514 Corp. (the “Debt Obligation”). The
        foregoing authorization shall include without limitation the authority to
        negotiate, finalize, execute and deliver any amendment, restatement,
        restructuring, waiver or any other matter associated with the Debt Obligation
        and the applicable agreements and other documentation relating thereto;
provided,
        however,
        that
        504-514 Corp. shall not be entitled to perform any of the following actions
        without obtaining the prior consent of Goldberg: (i) any modification of
        the
        Debt Obligation which would result in an increase in the aggregate costs
        and
        expenses to be paid by Goldberg with respect to the Debt Obligation; or (ii)
        any
        action which would constitute an event of default under the existing agreements
        and other documentation associated with the Debt Obligation. 

       

      2. In
        the
        event that 504-514 Corp. shall take any action which would trigger or otherwise
        result in an obligation to prepay the Debt Obligation, then 504-514 Corp.
        shall
        be responsible for the prepayment of the Debt Obligation. If the Debt Obligation
        is so accelerated or if 504-514 Corp. elects to defease or otherwise acquire
        or
        prepay the Debt Obligation pursuant to the terms of the loan documents relating
        to the Debt Obligation, then 504-514 Corp. shall pay all costs in connection
        with such defeasance or prepayment, and 50% of the Debt Obligation shall
        be
        modified to constitute a mortgage debt (which 504-514 Corp. may, but is not
        required to, record) from Goldberg to 504-514 Corp. in an amount equal to
        50% of
        the Debt Obligation, on similar and no less favorable terms to the Debt
        Obligation (the “Mortgage Debt”), which Mortgage Debt shall be prepayable at any
        time without premium or penalty.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      504-514
        West 34th Street Corp.

      July
        __, 2008

      Page
        2

       

       

      Please
        acknowledge your agreement to the provisions of this Letter Agreement by
        signing
        this Letter Agreement where indicated below.

       

      Very
        truly yours,

      
 

      GOLDBERG
        34TH STREET LLC

      


      By: 
        __________________________
Name:
Title:

      


      


      Accepted
        and agreed this

      ____
        day
        of July 2008:

      


      504-514
        WEST 34TH STREET CORP.


       

       

      By:  ___________________________
Name:
Title