PROPERTY
      MANAGEMENT AGREEMENT

    


    MANAGEMENT
      AGREEMENT made as of January 4, 2007, between 1407 Broadway Real Estate LLC,
      a
      Delaware limited liability company having an office at 326 Third Street,
      Lakewood, New Jersey 08701, (hereinafter
      referred to as the “Owner”),
      and
      Trebor Management Corp., a New York corporation having an office at 1407
      Broadway, New York, New York 10018 (hereinafter referred to as the “Agent”).


    


    W
      I T N E S S E T H

    


    In
      consideration of the mutual covenants herein contained and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, it is hereby agreed as follows: 

    


    1. Appointment
      of Agent.
      The
      Owner hereby appoints Agent as the sole and exclusive managing agent of the
      property known as 1407
      Broadway,
      New
      York, New York (the “Property”)
      and
      Agent hereby accepts such appointment to perform such duties and services and
      on
      such terms and conditions as hereinafter provided. 

    


    2. Duties
      of Agent.
      The
      duties of Agent shall be generally to operate and manage the Property and to
      perform all services reasonably necessary for the care, protection, maintenance
      and operation of the Property and shall include, but not be limited to, the
      following: 

     

    (a) On
      behalf
      of and with the approval of the Owner (which approval shall not be unreasonably
      withheld, delayed or conditioned, and which approval shall be deemed granted
      if
      not reasonably denied in writing within five (5) business days after Agent’s
      request for such approval is submitted) hire, discharge and supervise the work
      of all persons necessary to be employed by the Owner in order to properly
      maintain and operate the Property. In connection therewith, Agent shall use
      reasonable care, and all persons hired and supervised in accordance with this
      subsection shall be in the sole employ of the Owner and not in the employ of
      Agent, and Agent shall in no way be liable for any act or omission of any
      persons so employed or to any such persons for wages or other compensation.
      Agent shall, on behalf of and at the expense of the Owner, disburse all wages
      or
      other compensation to such persons;

    


    (b) At
      its
      own expense, maintain a sufficient staff to perform all administrative,
      bookkeeping, clerical, receiving and disbursing services required in connection
      with the performance of its duties hereunder, provided, however, that Agent
      shall not be responsible for the expense of any personnel retained by or on
      behalf of the Owner; 

     

    (c)
       Bill
      and
      collect all rent and additional rent (hereinafter, “Rent
      Charges”),
      and
      other amounts due and payable by tenants of the Property (hereinafter,
“Tenants”)
      and
      other income from the Property and send late notices to any Tenants who have
      not
      made timely payments of Rent Charges allowing for any applicable grace periods
      therefor; and, in the event of a default by a Tenant under any lease, to sue
      for
      collection of any late payments and/or seek the Tenant’s eviction from the
      Property, or retain attorneys to do any of the aforesaid;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) Through
      employees of the Owner or when required, in Agent’s judgment, through
      independent contractors, cause the Property to be repaired, restored, cleaned,
      added to, improved, altered, replaced and maintained in such condition as may
      be
      deemed advisable by Agent, and, in conjunction therewith, to purchase such
      equipment, furniture, tools, appliances, materials, supplies, and uniforms
      as
      Agent shall deem necessary or advisable, provided that the expense to be
      incurred for any single repair by an independent contractor or for any single
      purchase shall not exceed $50,000 without the prior written consent of the
      Owner, except if part of a pre-approved budgeted item or in the case of
      emergency repairs, immediately necessary for the preservation of the Property
      or
      the safety of the Tenants, or other persons, or required to avoid the suspension
      of any necessary service in the Property or reasonably necessary to avoid the
      criminal liability of the Owner or Agent, in which case such emergency repairs
      may be made by Agent irrespective of the cost thereof without the prior approval
      of the Owner, but Agent shall, with reasonable promptness, notify the Owner
      of
      such emergency repairs; 

    


    (e) Unless
      otherwise directed in writing by the Owner in each instance, and as deemed
      necessary by Agent, enter into contracts for a term of no longer than three
      (3)
      years or requiring annual payments 10% greater than those in effect during
      the
      prior year for the same or similar services, for elevator maintenance, telephone
      service, window cleaning, steam, gas, electricity and water services, security
      services, extermination and other services as shall from time to time be
      approved by the Owner and shall do so in its name or the name of the Owner,
      as
      the Owner shall elect; provided, that any individual service contract in excess
      of three (3) years or $25,000 per annum shall require the consent of the Owner,
      unless said service contract is part of a pre-approved budget; 

    


    (f) On
      behalf
      of and at the cost and expense of the Owner, cause such acts or things to be
      done in and about the Property, and to prepare and file all such documents,
      as
      shall be necessary to comply with all federal, state and municipal statutes,
      rules and regulations of, and remedy all violations charged by, any such
      authorities, the New York Board of Fire Underwriters, the New York Fire
      Insurance Exchange or similar body. Any one order or violation involving an
      expenditure of over $50,000 shall be complied with only with the prior written
      approval of the Owner, but orders or violations requiring emergency action
      immediately necessary for the preservation or safety of the Property or for
      the
      safety of the Tenants or other persons, or required to avoid the suspension
      of
      any necessary service, or reasonably necessary to avoid criminal liability
      of
      Agent or the Owner, may be complied with irrespective of the costs thereof,
      without the prior approval of the Owner, but Agent shall, with reasonable
      promptness, notify the Owner of same; 


    (g) On
      behalf
      of and at the expense of the Owner cause to be effected and maintained, through
      agents and brokers approved by the Owner, in such amounts and with such
      insurance companies as the Owner shall approve, property and liability insurance
      covering the Owner and the Property as the Owner and Agent shall deem necessary
      or reasonably desirable for the protection of the interests of the Owner and
      Agent, and Agent shall be named as an insured party in all liability policies;
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (h) Deposit
      all monies received by it for or on behalf of the Owner (less any sums deducted
      by Agent in accordance with the provisions of this agreement) to the account
      of
      the Owner in one or more special bank accounts selected and maintained by Agent
      for such purpose and no such monies shall be commingled with other funds of
      Agent;

    


    (i) Review
      all bills received for services, work and supplies ordered in connection with
      maintaining and operating the Property, pay all such bills, and also pay all
      real estate taxes, water charges, sewer rents and assessments assessed with
      respect to the Property as and when the same shall become due and payable;
      

    


    (j) Supervise
      the moving in and out of Tenants; 

    


    (k) Consider
      and, when reasonable, attend to the complaints of Tenants and advise the Owner
      of any complaints not attended to, and the reason(s) therefor; 

    


    (l) Cause
      to
      be prepared and filed the necessary forms for unemployment insurance, social
      security taxes and withholding taxes and all other forms required by any
      federal, state or municipal authority, provided that any costs and expenses
      associated with such filings shall be the responsibility of the Owner;


    


    (m) Render
      to
      the Owner monthly statements of receipts and expenditures on a cash basis for
      the preceding month and for the year to date; and 

    


    (n) Set
      up
      and maintain separate and accurate books of account, check books, and payroll
      and other records of the Owner, and maintain orderly files of all rent records,
      leases, bills, vouchers, documents, correspondence, insurance policies, papers,
      etc. (collectively called “documents”) pertaining to the Property, all of which
      shall be and remain the property of the Owner; provided, however, that Agent
      shall not be required to maintain any documents for more than six (6) years
      unless specifically requested to do so in writing by the Owner. Agent shall,
      within a reasonable period after request of the Owner, make all of said
      documents available to the Owner and its officers, accountants, attorneys and
      other representatives and shall deliver same to the Owner or its agents or
      representatives within a reasonable period after demand.


    (o) For
      each
      year during the term of this Agreement, at least sixty (60) days after the
      commencement of Owner’s fiscal year (which is presently a calendar year), Agent
      shall prepare and submit to Owner proposed annual operating and capital budgets
      for such fiscal year containing an estimated income and operating expense
      statement and an estimated capital expense statement, in a form reasonably
      satisfactory to or reasonably approved by Owner, for the operation of the
      Property during that fiscal year of Owner (on a monthly basis ) or such other
      operating period as may be specified by Owner. The proposed budgets shall also
      include a recommendation as to an operating reserve and a capital reserve.
      Agent
      and Owner shall discuss such proposed budgets until the proposed budgets, with
      any changes therein as may be reasonably requested by Owner, are approved by
      Owner (and upon such approval, the proposed annual budgets shall constitute
      the
“Current Budget”). If the proposed budgets are not approved by Owner for any
      period, then the prior Current Budget (as increased until approval by five
      (5%)
      percent per annum) shall be deemed to constitute the Current Budget until the
      proposed budget is approved by Owner. Agent shall use its commercially
      reasonable efforts to cause the Property to be operated, leased, repaired and
      maintained in accordance with the Current Budget. Agent shall not, without
      the
      prior written approval of Owner, incur any expenses in the management,
      maintenance, leasing, or operation of the Property not set forth in such Current
      Budget or which would result in: (i) the amount of any single annual budget
      category or line item being exceeded by more than 10%, (ii) the amount of the
      total Current Budget being exceeded by more than 5%, or (iii) a single
      expenditure exceeding the annual budgeted amount by $50,000.00. All expenses
      shall be charged to the proper account set forth in the Current Budget and
      no
      expense shall be classified or reclassified to avoid exceeding a budgeted amount
      except to the extent that a miscellaneous or contingency category exists.
      Notwithstanding the foregoing, Agent may incur costs immediately necessary
      for
      emergency repairs and other matters of an emergency nature; however, Agent
      shall
      use commercially reasonable efforts to notify Owner by telephone and obtain
      Owner’s oral approval before undertaking such emergency repair. If such approval
      is not obtained, Agent shall only incur the minimum expenses necessary in
      Agent’s reasonable judgment in connection with such emergency repair until
      Owner’s approval is obtained. Agent shall, in any event, promptly notify Owner
      in writing as to such emergency repair. All approvals to be given by Owner
      pursuant to the provisions of this paragraph 2 shall not be unreasonably
      withheld, delayed or conditioned. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Authority
      of Agent.
      Subject
      to the conditions and limitations set forth in Article 2,
      the
      Owner authorizes Agent to perform any act or do anything necessary or desirable
      to carry out the intent and purposes of this agreement. Everything done by
      Agent
      shall be done as agent of the Owner and all obligations or expenses incurred
      shall be for the account, on behalf and at the expense of the Owner. To the
      extent obtainable all purchases or commitments made by Agent for the Owner
      shall
      be in writing and shall provide or be deemed to provide that Agent is acting
      as
      agent for the Owner and shall not be liable or responsible with respect to
      any
      such commitment or purchase. Any payments made by Agent hereunder shall be
      made
      out of such funds as Agent may from time to time hold for the account of the
      Owner or as may be provided by the Owner. Agent shall not be obligated to make
      any advance to or for the account of the Owner or to pay any amount except
      out
      of funds held or provided as aforesaid, nor shall Agent be obliged to incur
      any
      liability or obligation unless the Owner shall furnish Agent with the necessary
      funds for the discharge thereof. If Agent shall advance voluntarily for the
      Owner’s account any amount, for the payment of any obligation or expense
      authorized hereunder to be paid in connection with the maintenance and operation
      of the Property, the Owner shall reimburse Agent therefor within ten (10) days
      after demand. 

    


    
      
        4.
          Indemnification;
          Reimbursement.
          Owner
          agrees:


      

    


    (a) To
      indemnify, defend and hold harmless Agent from any and all claims for damages
      or
      injuries to persons or property by reason of any cause whatsoever either in
      and
      about the Property or elsewhere when Agent is carrying out the provisions of
      this agreement or acting under the express or implied directions of the Owner,
      unless arising solely from the gross negligence, bad faith or willful misconduct
      of Agent in carrying out its duties hereunder; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) To
      reimburse Agent upon demand for any monies which Agent is required to pay out
      for any reason whatsoever, either in connection with, or as an expense in
      defense of, any claim, civil or criminal action, proceeding, charge or
      prosecution made, instituted or maintained against Agent, or the Owner and
      Agent
      jointly or severally, affecting or due to the condition or use of the Property
      or acts or omissions of Agent or employees of the Owner, or arising out of
      or
      based upon any law, regulation, requirement, contract or award relating to
      the
      hours of employment, working conditions, wages and/or compensation of employees
      or former employees of the Owner; and 

    


    (c) To
      defend
      promptly and diligently, at the Owner’s sole cost and expense, any claim, action
      or proceeding brought against Agent, or Agent and the Owner jointly or
      severally, arising out of or connected with any of the foregoing, and to hold
      harmless and fully indemnify Agent from any judgment, loss or settlement on
      account thereof. 

    


    It
      is
      expressly understood and agreed that the provisions of this paragraph shall
      survive the termination of this agreement, but this shall not be construed
      to
      mean that liability of the Owner does not survive as to other provisions of
      this
      agreement.

    


    5. Compensation.
      Owner
      shall pay Agent as compensation for services hereunder, other than for leasing
      of space on behalf of the Owner,
      an
      annual fee of eight hundred sixty-five thousand and 00/100 ($865,000.00) dollars
      for the first year of the Term (hereinafter defined), and such annual fee shall
      increase by five (5%) percent above the fee payable for the previous year for
      each year throughout the Term. All annual fees to Agent shall be payable in
      advance in equal monthly installments on the first day of each month, which
      Agent may deduct from the Rent Charges or other funds collected by Agent for
      the
      account of the Owner.
      Such
      annual fee is intended to cover all salaries, payroll taxes, health care and
      other employee costs in respect of Agent’s employees (collectively, “Employee
      Expenses”). Any excess of such annual fee over the actual Employee Expenses for
      any year during the Term (which shall be paid in the discretion of Agent) shall
      be accrued by Agent and applied towards Employee Expenses in subsequent year(s)
      during the Term, in Agent’s discretion; provided, however, that Agent shall have
      no duty or obligation to account to Owner at the end of the Term for any such
      accrued excess remaining at such time. 

    


    Agent
      shall also be reimbursed, promptly after request therefor from time to time,
      for
      all reasonable out-of-pocket expenses incurred by Agent in the performance
      of
      its duties hereunder including, without limitation, office expenses, advertising
      expenses and telephone charges, but not including the payment of Employee
      Expenses (such reimbursable expenses aggregated approximately $75,000.00 for
      the
      fiscal year ended August 31, 2005). 



    6. Term.
      (a) The
      term
      of this agreement (“Term”) shall commence on the date first written above and
      shall remain in effect for a term of five (5) years unless extended or sooner
      terminated as provided herein. If Agent shall fail to substantially perform
      any
      of its material services, agreements, representations, warranties, covenants,
      or
      obligations herein, and shall fail to cure said failure within thirty (30)
      days
      of notice of said failure sent by the Owner to Agent, the Owner shall
      have the right to terminate this agreement at the end of any calendar month
      on
      not less than thirty (30) days’ prior written notice to Agent. If the Owner
shall
      unreasonably refuse to comply with or abide by any proper rule, order,
      determination, ordinance or law of any federal, state or municipal authority
      having jurisdiction or asserting jurisdiction, Agent may terminate this
      agreement at any time on thirty (30) days’ prior notice in writing to the Owner.
      Agent may otherwise terminate this agreement on ninety (90) days’ prior written
      notice to the Owner. If this agreement shall terminate on other than the last
      day of a month, then the monthly installment of compensation payable to Agent
      shall be prorated on a per diem basis. Upon termination, the parties shall
      account to each other with respect to all uncompleted business, and Agent shall
      deliver to the Owner all leases, books, records and other documents owned by
      or
      belonging to the Owner which may be in the possession of Agent. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) In
      the
      event a petition in bankruptcy is filed by Owner
      or
      Agent, or in the event that an involuntary petition is filed against
the
      Owner
      or Agent
      and not discharged or bonded against within ninety (90) days, or in the event
      that the
      Owner
      or Agent
      shall make an assignment for the benefit of creditors or take advantage of
      any
      insolvency act, the other party hereto may forthwith terminate this agreement
      without notice.



    (c) (I) Subject
      to and conditioned upon the satisfaction of all of the terms and conditions
      hereinafter set forth including, without limitation, the timely payment by
      Owner
      of the Termination Fee (as such term is hereinafter defined), Owner shall have
      the right to terminate this agreement at any time after the second
      (2nd)
      annual
      anniversary of the commencement date of the term of this agreement (such right
      is hereinafter referred to as “Owner’s Termination Right”). Such termination
      shall be effective on the date (“Termination Date”) which shall be the last day
      of any calendar month subsequent to the second (2nd)
      anniversary of the commencement date of the term of this agreement as shall
      be
      designated in a notice from Owner to Agent (“Termination Notice”) of Owner’s
      exercise of Owner’s Termination Right. Owner shall give the Termination Notice
      to Agent at least ninety (90) days prior to the date set forth in the
      Termination Notice as the Termination Date. Owner’s Termination Right shall also
      be subject to and conditioned upon the satisfaction of the following additional
      conditions precedent: (i) Owner shall be required to terminate this agreement
      for a good faith, bona fide business reason by an independent institutional
      leasehold mortgagee providing funding to Owner in respect of the Property,
      and
      Owner shall provide Agent with reasonably sufficient evidence of such
      requirement prior to or simultaneously with the service of the Termination
      Notice by Owner upon Agent; and (ii) together with Owner’s Termination Notice,
      Owner shall pay to Agent, by official bank check payable to the direct order
      of
      Agent, a termination fee (“Termination Fee”) in an amount equal to the sum of
      (1) the aggregate amount of all sums due and to become due to Agent pursuant
      to
      the provisions of paragraph 5 above and all other applicable provisions of
      this
      agreement accrued from the Termination Date through and including the original
      fixed expiration date of the term of this Agreement, without discount, and
      (2)
      all unpaid sums due and to become due to Agent pursuant to paragraph 5 above
      and
      all other applicable provisions of this Agreement, without discount, accrued
      from the date the Termination Notice is served upon Agent through and including
      the Termination Date. If any portion of the Termination Fee cannot be
      established with certainty, such portion shall be reasonably estimated by Owner
      based upon historical information for the calendar year immediately prior to
      the
      calendar year in which the Termination Date shall occur, assuming a five (5%)
      percent per year compounded increase for each subsequent calendar year.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (II) Provided
      and on condition that the Termination Notice shall be timely and properly served
      upon Agent in accordance with the foregoing provisions of this paragraph 6
      together with full and proper payment of the Termination Fee, this Agreement
      shall be terminated effective as of the Termination Date, and the parties shall
      have no further obligations or liabilities to each other under or pursuant
      to
      this agreement from and after the Termination Date, except that Owner’s
      obligation to pay Agent all compensation and other sums due to Agent under
      this
      agreement through the Termination Date, Owner’s obligation to pay the full
      amount of the Termination Fee to Agent, and Agent’s right to seek and obtain
      arbitration as provided in this Agreement, shall survive the termination of
      this
      Agreement. 

    


    7. Relationship
      of Parties; No Minimum Time Requirements. 

    


    (a) Nothing
      contained in this agreement shall be deemed or construed to create a partnership
      or joint venture between the Owner and Agent or to cause Agent to be responsible
      in any way for the debts or obligations of the Owner or any other party, it
      being the intention of the parties that the only relationship hereunder is
      that
      of agent and principal. 

    


    (b) Notwithstanding
      anything to the contrary set forth in this agreement or any prior course of
      conduct, it is expressly acknowledged and agreed by the parties that (i) Agent,
      in Agent’s sole and absolute discretion, shall have the right to employ, engage
      and discharge, for Agent’s own account, such persons as Agent shall from time to
      time determine, whether or not any of such persons shall be employed or engaged
      at any time(s) in connection with the management of the Property, (ii) neither
      Robert S. Gettinger, Clark Gettinger, or any other principal or employee of
      Agent shall be required to devote such person’s full time to the management of
      the Property, and each of such persons shall devote only such time and effort
      to
      the management of the Property as Agent shall determine, in its sole and
      absolute judgment, shall be necessary for the performance of Agent’s obligations
      under this agreement, (iii) the principals of Agent shall not be required to
      be
      engaged by Agent as their sole and exclusive function, and such principals
      may
      have other business interests and may engage in other business activities and
      investments in addition to those relating to Agent’s business and (iv) the
      incapacity or death of Robert S. Gettinger, Clark Gettinger or any other
      principal or employee of Agent shall not affect the payment by Owner of Agent’s
      compensation or any of Owner’s other obligations under this agreement.


     

    8. Captions.
      Captions have been inserted at the beginning of each section hereof for
      convenience of reference only and such captions shall not affect the
      construction or interpretation of any such section. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9. Notices.
      All
      statements, requests and notices hereunder shall be in writing and shall be
      sufficient in all respects if sent by certified or registered mail, or by a
      nationally recognized next business day delivery service (such as Federal
      Express), to the appropriate party at its address first above written. All
      such
      sufficient statements, requests and notices hereunder shall be deemed given
      three (3) business days after being deposited in the mails in a properly
      addressed and sealed envelope, postage prepaid in the event of mailed notices,
      or upon delivery, in the event of notices given by a next business day delivery
      service. Any notice of change of address or of an additional person to receive
      future notices shall not be effective until received. 

    


    10. Counterparts;
      Facsimile.
      This
      agreement may be executed in more than one counterpart which, taken together,
      shall constitute the original of this agreement. This agreement may be validly
      executed by means of facsimile signature. 

    


    11. Assignment.
      This
      agreement and every provision hereof, shall bind, apply to and run in favor
      of
      the Owner and Agent and their respective successors in interest and may not
      be
      changed, waived or terminated orally. The Owner may not assign this agreement
      without the written consent of Agent. Agent may assign this agreement and all
      of
      Agent’s rights hereunder, and delegate all of Agent’s obligations hereunder, to
      an entity which controls, or is controlled by, or is under common control with
      Agent, and/or which is formed or to be formed by Robert Gettinger and/or Clark
      Gettinger.

    


    12. Partial
      Invalidity.
      If any
      term or provision of this agreement or the application thereof to any person
      or
      circumstances shall, to any extent, be invalid or unenforceable, the remainder
      of this agreement, or the application of such term to other persons or
      circumstances, shall not be affected thereby, and each term and provision of
      this agreement shall be invalid and be enforced to the fullest extent permitted
      by law. 

    


    13. Merger;
      Entire Agreement.
      This
      agreement contains the entire understanding of the parties with respect to
      the
      subject matter hereof and supersedes any prior communication or agreement with
      respect thereto.

    


    14. Applicable
      Law.
      Without
      limitation of any of the provisions of this Agreement,
      this
      Agreement shall be construed and enforced in accordance with the internal laws
      of the State of New York, without regard to any presumption or other rule or
      custom requiring construction or interpretation against the party causing this
      Agreement to be drafted.

    


    15. Attorneys’
      Fees.
      Without
      limitation of any of the provisions of this Agreement,
      in
      the
      event that either party hereto shall commence litigation against the other
      in
      connection herewith, the losing party in such action shall reimburse the
      reasonable attorneys' fees, expenses and court costs of the prevailing party
      in
      such action. 


    16. Arbitration.
      If any
      dispute shall arise between or involving the parties hereto with respect to
      any
      matter or thing relating to this Agreement, then such dispute shall be promptly
      submitted to and decided by binding arbitration by the American Arbitration
      Association in the County of New York in accordance with the Expedited
      Procedures of the Commercial Arbitration Rules of the American Arbitration
      Association, as same may hereafter be amended, supplemented, supplanted or
      replaced. The award rendered by the arbitrators shall be final, and judgment
      may
      be entered upon such award in accordance with applicable law in any court having
      jurisdiction. Each party shall bear its own legal and accounting fees in
      connection with such arbitration hearing and all filing fees shall be borne
      equally by the parties; however, the arbitrators shall have the power to award
      legal fees and costs to either party as the arbitrators may see fit.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    17. Guaranty.
      By
      execution of a copy of this agreement below, and as a material inducement to
      Agent to enter into and perform under this agreement, Lightstone Holdings,
      LLC
      (“Guarantor”) hereby absolutely, unconditionally and irrevocably guarantees to
      Agent, and to Agent’s successors and assigns, the full and timely performance,
      payment and observation by Owner of all of Owner’s covenants, obligations,
      representations and warrantees under and/or pursuant to this agreement.
      Guarantor hereby waives notice of acceptance of the provisions of this paragraph
      17, notice of default under this agreement or any other notices required under
      this agreement, 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 under the provisions of this paragraph 17. Guarantor’s
      obligations under this agreement 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 agreement; (b) any compromise, release,
      consent, extension, indulgence or other action or inaction with respect to
      any
      of the terms, conditions or provisions of this agreement; (c) any exercise,
      non-exercise or delay in exercise by Agent of any right, power or remedy under
      or in respect of this agreement, or any waiver of any such right, power or
      remedy; (d) any bankruptcy, insolvency, reorganization, arrangement, adjustment,
      composition, liquidation, or the like of Owner or any other guarantor, or the
      discharge or release of Owner 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 Owner or
      Guarantor or (f) any other circumstance, whether or not Guarantor, Owner or
      Agent shall have had actual or constructive notice or knowledge thereof. The
      liability of Guarantor is coextensive with that of Owner and also joint and
      several with Owner, 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 Owner a party thereto. Insofar as the payment by of any sums
      of
      money to Agent is involved, the provisions of this paragraph 17 constitute
      a
      guaranty of payment and not of collection. The provisions of this paragraph
      17
      shall survive the expiration or earlier termination of the term of this
      agreement. 

    


    THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this agreement as of the
      date
      and year first above written.

    
      	 	 	 
	 	1407
              Broadway Real
              Estate LLC, Owner
	 
 	 
 	 
 
	 	By:  	/s/
              David Lichtenstein
	 	
              

              Name:
                David Lichtenstein

            
	 	
              Title:
                President

            


    

     

    
      	 	 	 
	 	Trebor
              Management
              Corp., Agent
	 
 	 
 	 
 
	 	By:  	/s/
              Robert S. Gettinger
	 	
              

              Name:
                Robert S. Gettinger

            
	 	
              Title:
                President

            


    

     

    GUARANTOR:

     

    Lightstone
      Holdings, LLC 

    
      	 	 	 	 
	 	 	 	 
	By:  
              /s/ David Lichtenstein	 	 	 
	
              
                

              

              Name: David
                Lichtenstein

            	 	 	
            
	
              Title: President