ASSIGNMENT
      AND ASSUMPTION OF

    SELLER’S
      INTEREST IN OPERATING LEASE

    


    THIS
      ASSIGNMENT AND ASSUMPTION OF SELLER’S INTEREST IN OPERATING LEASE (this
“Assignment”), dated as of the 4th
      day of
      January, 2007, is made by and between Gettinger Associates, L.P.
      a New
      York limited partnership (“Assignor”), and 1407 Broadway Real Estate LLC, a
      Delaware limited liability company (“Assignee”).

    


    WHEREAS,
      Assignor and Assignee entered into that certain Sale and Purchase Agreement
      dated as of the 25th
      day of
      October, 2006 (the “Sales Contract”) for the sale and purchase of the Property
      (as such term is defined in the Sales Contract);

    


    WHEREAS,
      pursuant to the Sales Contract, Assignor desires to assign, transfer, set over
      and deliver to Assignee all of Assignor's right, title and interest as lessee
      under that certain Sub-Lease dated February 1, 1954, between Webb & Knapp,
      Inc., and landlord, and Assignor, as tenant, which Sub-Lease was recorded in
      the
      Office of the Register of the City of New York, New York County, on February
      6,
      1954 in Liber 4868, Page 339 (the “Operating Lease”); and 

    


    WHEREAS,
      Assignee desires to assume the duties and obligations of Assignor with respect
      to the Operating Lease;

    


    NOW,
      THEREFORE, in accordance with the Sales Contract and in consideration of the
      sum
      of TEN AND NO/100 DOLLARS ($10.00), the receipt and sufficiency of which are
      hereby acknowledged, the parties do hereby covenant and agree as follows and
      take the following actions:

    


    1. Assignor
      does hereby assign, transfer, set over and deliver unto Assignee, without
      representation, warranty or recourse, all of Assignor’s right, title and
      interest in and to the Operating Lease.

    


    2. THE
      OPERATING LEASE IS BEING ASSIGNED WITHOUT ANY REPRESENTATION, WARRANTY OR
      RECOURSE BY OR AGAINST ASSIGNOR WHATSOEVER. ASSIGNEE IS HEREBY ACQUIRING THE
      OPERATING LEASE BASED SOLELY UPON ASSIGNEE’S OWN INDEPENDENT INVESTIGATIONS AND
      NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR’S AGENTS OR
      REPRESENTATIVES. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
      REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESSED OR IMPLIED,
      CONCERNING THE OPERATING LEASE OR ASSIGNOR’S TITLE THERETO. WITHOUT LIMITATION
      OF THE FOREGOING, ASSIGNEE’S ACQUISITION OF THE OPERATING LEASE IS SUBJECT TO
      ALL OF THE PERMITTED EXCEPTIONS SET FORTH IN (AND AS SUCH TERM IS DEFINED IN)
      THE SALES CONTRACT.

     

    3. Assignee
      hereby accepts the foregoing assignment of the Operating Lease and hereby
      assumes all duties and obligations of Assignor thereunder, arising on and after
      the date hereof. Assignee shall defend, indemnify, and hold harmless Assignor
      against and from all claims, liabilities, suits, judgments, losses, damages,
      costs and expenses (including, without limitation, attorneys’ fees and
      disbursements) asserted against, suffered or incurred by Assignor, its
      successors or assigns, arising out of or in connection with (i) the failure
      of
      Assignee to pay, perform or observe any of the terms, covenants and conditions
      of the Operating Lease required to be paid, performed or observed by the lessee
      thereunder on or after the date hereof and/or (ii) any acts or omissions
      occurring on or after the date hereof in connection with the Operating Lease.
      The foregoing provisions of this Paragraph 3 shall not limit or otherwise affect
      any indemnification or other obligations of the purchaser, its successors or
      assigns under or pursuant to this Assignment and/or under or pursuant to the
      Sales Contract.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. In
      addition to and without limitation of the provisions of Paragraph 3 above and
      the provisions of the Sales Contract, Assignee shall defend, indemnify and
      hold
      harmless Assignor from and against any and all claims, liabilities, suits,
      judgements, losses, damages, costs and expenses (including, without limitation,
      attorneys’ fees and disbursements) asserted against, suffered by or incurred by
      Assignor, its successors or assigns, arising out of or in connection with this
      Assignment, whether arising or accruing prior to, at the time of, or subsequent
      to, the date of this Assignment. 

    


    5. This
      Assignment shall be (a) binding upon, and inure to the benefit of, the parties
      to this Assignment and their respective heirs, legal representatives, successors
      and assigns, and (b) construed in accordance with the laws of the jurisdiction
      in which the Property is located, without regard to the application of choice
      of
      law principles, except to the extent such laws are superseded by federal
      law.

    


    6. This
      Assignment may be executed in any number of counterparts, which together shall
      constitute a single agreement of the parties hereto. This Assignment shall
      be
      duly recorded by Assignee in the office of the Register of the City of New
      York,
      New York County, at Assignee’s expense, within five (5) days after the date this
      Assignment shall be executed and delivered by the parties.

     

    7. By
      execution of a copy of this Assignment, Lightstone Holdings, LLC (“Guarantor”)
      hereby absolutely, unconditionally and irrevocably guarantees the full and
      timely performance, payment and observation by Assignee of all of Assignee’s
      covenants and obligations under and/or pursuant to this Assignment. Guarantor
      hereby waives notice of acceptance of the provisions of this paragraph 7, notice
      of default under this Assignment or any other notices required under this
      Assignment, and all other notices to which Guarantor might otherwise be
      entitled, whether by statute, rule of law or otherwise, and any demand for
      payment or performance pursuant to the provisions of this paragraph 7.
      Guarantor’s obligations under the provisions of this paragraph 7 shall remain in
      full force and effect without regard to, and shall not be impaired or affected
      by: (a) any amendment, extension, renewal or modification of, or addition or
      supplement to, any of the terms, conditions or provisions of this Assignment;
      (b) any compromise, release, consent, extension, indulgence or other action
      or
      inaction with respect to any of the terms, conditions or provisions of this
      Assignment; (c) any exercise, non-exercise or delay in exercise by Assignor
      of
      any right, power or remedy under or in respect of this Assignment, or any waiver
      of any such right, power or remedy; (d) any bankruptcy, insolvency,
      reorganization, arrangement, adjustment, composition, liquidation, or the like
      of Assignee or any other guarantor, or the discharge or release of Assignee
      or
      any other guarantor in any such bankruptcy proceeding; (e) any sale, lease
      or
      transfer of any or all of the assets, shares of stock, partnership interests
      or
      other ownership interests of Assignee or Guarantor; or (f) any other
      circumstance, whether or not Guarantor, Assignee or Seller shall have had actual
      or constructive notice or knowledge thereof. The liability of Guarantor is
      coextensive with that of Assignee and also joint and several with Assignee,
      and
      action or suit may be brought against Guarantor and carried to final judgment
      and/or completion and recovery had, either with or without making Assignee
      a
      party thereto. Insofar as the payment by of any sums of money to Assignor is
      involved, the provisions of this paragraph 7 shall constitute a guaranty of
      payment and not of collection.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8. Assignor,
      in compliance with Section 13 of the Lien Law, covenants that Assignor will
      receive the consideration for this conveyance and will hold the right to receive
      such consideration as a trust fund to be applied first for the purpose of paying
      the cost of the improvement and will apply the same first to the payment of
      the
      cost of the improvement before using any part of the total of the same for
      any
      other purpose.

    


    IN
      WITNESS WHEREOF, this Assignment has been signed and delivered by the parties
      as
      of the date first above written.

    


    ASSIGNOR:

    


    Gettinger
      Associates, L.P.,
           

    a
      New
      York limited partnership

    
      	 	 	 	 
	
              
                By:         Gettinger
                  Ltd., general partner

              

            	 	 	 
	 	 	 	 
	by:          
              /s/ Robert S. Gettinger	 	 	 
	
              
                

              

              Name:
                Robert
                S. Gettinger

            	 	 	
            
	
              Title:
                President

            	 	 	 


    

     

    ASSIGNEE:

     

    1407
      Broadway Real Estate LLC

    a
      Delaware limited liability company

    
      	 	 	 	 
	By:         
              /s/ David Lichtenstein	 	 	 
	
              
                

              

              Name: David
                Lichtenstein

            	 	 	
            
	
              Title: President

            	 	 	 


    

     

    GUARANTOR:

     

    Lightstone
      Holdings, LLC 

     
      
      	 	 	 	 
	By:         
              /s/ David Lichtenstein	 	 	 
	
              
                

              

              Name: David
                Lichtenstein

            	 	 	
            
	
              Title: President