UNITED STATES BANKRUPTCY COURT
          FOR THE EASTERN DISTRICT OF PENNSYLVANIA
                           x  In re:
                        CHAPTER 11,  JENKINS COURT ASSOCIATES
LIMITED PARTNERSHIP,           Debtor
 .                  CASE NO. 94-17748 (SAR)
                        x
          STIPULATION OF SETTLEMENT BY AND AMONG    JENKINS
COURT ASSOCIATES LIMITED  PARTNERSHIP,  MILES S. KATZEN,
JENKINS COURT INVESTORS  L.P.,     1511 DEVELOPERS LIMITED
PARTNERSHIP,  MSK  ASSOCIATES, INC.,        JANE KATZEN, FRANK
SEIDMAN, THE JANE 11 CORPORATION  AND JENKINS COURT
PENNSYLVANIA.  L.P.


           This Stipulation of Settlement (the  "Stipulation")
is  made this 11th day of August, 1995 by and among Jenkins
Court  Associates Limited Partnership, debtor-in-possession
("the  Debtor"), Miles S. Katzen ("Katzen"), Jenkins Court
Investors  L.P ("JCI"),    1511 Developers Limited Partnership
("1511"),  MSK Associates, Inc. ("MSK"), Frank Seidman
("Seidman"), the Jane  II Corporation ("Jane II") (Katzen, JCI
and  1511,  collectively,  the "Original Guarantors"; MSK, J.
Katzen, Seidman and Jane  II,  collectively, the "Additional
Guarantors";  the  Original  Guarantors and the Additional
Guarantors together, the  "Guarantors"), Jane  Katzen ("J.
Katzen"), and Jenkins Court  Pennsylvania, L.P. ("JCP").

BACKGROUND

          A.   The Construction Loan.  Pursuant to a
Construction  Loan Agreement dated January 9, 1989 (the
"Construction Loan  Agreement"), JCP's predecessor in
interest, Fleet  National  Bank  ("Fleet"), agreed to lend the
Debtor up to $17,820,000 (the  "Construction Loan") in order
to acquire a parcel of land located  on Old York Road in the
Borough of Jenkintown, Montgomery County,  Pennsylvania and
for the purpose of rehabilitating and  constructing certain
improvements thereon.  The parcel, together  with all
improvements and fixtures thereon, is hereinafter  referred to
as the "Parcel" and is more particularly described on  Exhibit
"A" attached hereto and made a part hereof.

          B.    Security  for  the  Construction   Loan.   The
Construction Loan was evidenced by a promissory  note  in  the
maximum principal amount of $17,820,000, the Guaranty  of  the
Original  Guarantors and  was  secured   by   a   Construction
Mortgage   and  Security  Agreement   (the   "Mortgage")   and
Assignment   of   Leases  and Rents (the  "Assignment,"),  all
dated   January   9,   1989   (with  the   Construction   Loan
Agreement,     collectively,    the     "Construction     Loan
Documents"). The Mortgage  was  recorded  in  the  Office   of
the   Recorder of Deeds for  Montgomery  County  in   Mortgage
Book   6397,   page 1438.  The Assignment  was   recorded   in
the  Office  of  the  Recorder of Deeds for Montgomery  County
in  Deed  Book  4899,  page  2243.

             C.   Modifications and Extensions of Construction
Loan.

                1.   The  Settlement  Agreement.  Pursuant  to
a   Settlement  Agreement  dated   February   7,   1991   (the
"Settlement   Agreement"), the  Debtor's   obligations   under
the  Construction  Loan  were amended to, among other  things,
extend  the  maturity  date  and  increase the amount  of  the
Construction  Loan  to  $20,820,000.  In  connection with  the
Settlement  Agreement, and in order to  effectuate  the  terms
thereof,  the  Debtor and the Original  Guarantors   executed,
among   other  things,  various  modifications  and amendments
to   the   Construction  Loan  Documents,  including,  without
limitation, an Amended  and  Restated  Note,  an  Amended  and
Restated Guaranty,  a  Mortgage  Modification  Agreement  (the
"First    Mortgage    Modification")   and    an    Assignment
Modification      Agreement     (the     "First     Assignment
Modification"),  all  dated  February  7,   1991   (with   the
Settlement    Agreement,   collectively,    the    "Settlement
Documents").    The    First   Mortgage    Modification    was
recorded   in   the   Office of the Recorder  of   Deeds   for
Montgomery  County  in  Mortgage  Book 6677,  page  1180.  The
First   Assignment  Modification  was  recorded in the  Office
of   the  Recorder  of  Deeds  for  Montgomery  County in Deed
Book 4970, page 1025.

               2.   The First Amended Settlement  Agreement.

                 Pursuant  to  a  First Amended  and  Restated
Settlement  Agreement dated  January  29,  1992  (the   "First
Amended   Settlement  Agreement"),  the  Debtor's  obligations
under    the    Construction  Loan,  as   amended    by    the
Settlement   Agreement,   were   further  amended  to,   among
other   things,   further   extend   the   maturity  date  and
further  increase  the  amount  of  the  Construction  Loan to
$22,820,000.   In   connection   with   the   First    Amended
Settlement  Agreement,  and  in  order   to   effectuate   the
terms   thereof,  the Debtor,  the  Original  Guarantors   and
the   Additional  Guarantors  executed,  among  other  things,
various   modifications  and amendments to  the   Construction
Loan   Documents,  as  amended  by  the Settlement  Documents,
including,  without  limitation,  a  First  Allonge to Amended
and  Restated   Note,   a  First  Allonge   to   Amended   and
Restated   Guaranty,   a   Mortgage   Modification   Agreement
(the   "Second  Mortgage  Modification")  and  an   Assignment
Modification      Agreement    (the     "Second     Assignment
Modificationn), all dated  January 29, 1992 (with  the   First
Amended   Settlement  Agreement,  collectively,   the   "First
Amended   Settlement   Documents").    The    Second  Mortgage
Modification was recorded in  the  Office  of  the Recorder of
Deeds  for  Montgomery County  in  Mortgage  Book  6826,  page
741.   The Second Assignment  Modification  was  recorded   in
the  Office  of the Recorder of Deeds for  Montgomery   County
in  Mortgage Book 6826, page 736.

                 3.     The    Second    Amended    Settlement
Agreement.

                Pursuant  to  a  Second Amended  and  Restated
Settlement  Agreement  dated  July  2,   1992   (the   "Second
Amended Settlement Agreement"), the Debtor's obligations under
the   Construction  Loan,  as  amended  by   the    Settlement
Agreement   and the First Amended Settlement Agreement,   were
further  amended  to, among other things, further extend   the
maturity   date,   provide for an additional  advance  in  the
amount  of  up   to   $1,498,171   and   to  restructure   the
outstanding principal balance under the Construction Loan into
two segments evidenced by two promissory notes.  In connection
with the Second Amended Settlement Agreement, and in order  to
effectuate   the   terms  thereof,  the Debtor,  the  Original
Guarantors   and  the  Additional  Guarantors executed,  among
other  things, two promissory notes (the "Promissory  Notes"),
and  various  modifications and amendments to the Construction
Loan Documents, as amended by the Settlement Documents and the
First   Amended   Settlement  Documents,  including,   without
limitation,  a  Mortgage Modification  Agreement  (the  "Third
Mortgage   Modification")   and  an  Assignment   Modification
Agreement  (the  "Third Assignment Modification"),  all  dated
July  2,  1992 (with the Second Amended Settlement  Agreement,
collectively,  the  "Second  Amended  Settlement  Documents").
Hereinafter,  all  references to the Construction  Loan  shall
mean  the  Construction  Loan as  amended  by  the  Settlement
Agreement,  the  First Amended Settlement  Agreement  and  the
Second Amended Settlement Agreement, and all references to the
Construction   Loan   Documents,   either   collectively    or
individually,  shall mean the Construction Loan  Documents  as
amended   by  the  Settlement  Documents,  the  First  Amended
Settlement   Documents  and  the  Second  Amended   Settlement
Documents.   The Third Mortgage Modification was  recorded  in
the  Office of the Recorder of Deeds for Montgomery County  in
Mortgage   Book   6942,  page  1038.  The   Third   Assignment
Modification  was recorded in the Office of  the  Recorder  of
Deeds for Montgomery County in Deed Book 5015, page 1014.







      4.  The Assignment and Assumption Agreement.

      Pursuant to an Assignment and Assumption of Mortgage and
Related   Loan  Documents  dated  September  30,   1994   (the
"Assignment  and  Assumption Agreement"), Fleet  assigned  its
rights  under the Construction Loan and the Construction  Loan
Documents   to  JCP.  The Assignment and Assumption  Agreement
was  recorded  in  the Office of the Recorder  of  Deeds   for
Montgomery   County  in  Mortgage  Book   7492,   page   1453.
(Hereinafter, all references to JCP are to JCP as successor to
Fleet).   By  virtue of the  execution, delivery,  filing  and
recordation   of  the  Mortgage  and  the Assignment  and  all
modifications thereto,  and  as  more  fully  described in the
Mortgage and the  Assignment,  JCP  holds  valid,-  perfected,
first  priority mortgage liens on and security  interests  in,
inter  alia, the Parcel and  all  leases  and  rents   related
thereto  (together with the Deposit Accounts, as   hereinafter
defined, the "Property").  Pursuant to the  Construction  Loan
Documents,  and  as  more fully set forth  therein,   JCP  has
security  interests in and set-off  rights   against   certain
deposit  accounts  established  under  the  terms    of    the
Construction   Loan Documents and held and controlled  by  JCP
(the "Deposit  Accounts").

     D.   Default Under  the  Construction  Loan.

         All    of    the   outstanding  amounts   under   the
Construction  Loan  and  Construction  Loan Documents  matured
and  became  payable, in  full,  on   June   15,   1994.   The
Debtor  defaulted in its obligations in connection  with   the
Construction   Loan   and   under  the    Construction    Loan
Documents,   including, without limitation, its obligation  to
pay  all  outstanding amounts on June 15, 1994.  Pursuant   to
the   Second  Amended Settlement Agreement, the Debtor  agreed
to  pay net  operating income, as defined therein, ("NOI")  to
JCP.   The Debtor  defaulted in its obligation to pay  NOI  to
JCP.   JCP   has   received   no payment  in  respect  of  the
Construction  Loan  since November,  1994 except  payments  of
Cash Collateral  (as  hereinafter  defined)  under the Interim
Orders (as hereinafter defined).

               E.  The Bankruptcy Case.

       1,   Filing of the Bankruptcy Case and  the  JCP Claim.
On November 23, 1994 (the "Filing Date"), the  Debtor filed  a
voluntary  petition for relief (the Petition")  under  Chapter
11  of  the  United States Bankruptcy Code,  as   amended,  11
U.S.C. Section 101 et seq. (the "Bankruptcy Code")  commencing
this  case  (the  "Bankruptcy  Case")  in  the  United  States
Bankruptcy Court for the Eastern District of Pennsylvania (the
"Bankruptcy  Court").   The Debtor  has   continued   in   the
possession   of  its assets and the control  of  its  business
pursuant  to   Sections 1107 and 1108 of the Bankruptcy  Code.
As  of  the  Filing  Date, and prior to deduction for any set-
off   rights   exercised  pre-petition, the amount outstanding
in  connection  with  the  Construction  Loan  and  under  the
Construction     Loan     Documents     was     as    follows:
$21,690,860.95  of principal, $2,071,038.91 of   interest  and
$1,188,095.00  of late charges, for a total  due  as  of   the
Filing   Date  of  $24,949,994.86,  exclusive  of   costs   of
collection,  attorneys fees and other additional charges  that
have   accrued  or will accrue with the passage of  time  (the
"JCP  Claim").  The value of the Property, as  of  the  Filing
Date,  was  substantially below the said amount and the Debtor
has  no  equity  in the Property.

     2.   Cash Collateral Motion.

            On  November 24, 1994, the Debtor filed  a  Motion
for  Interim  and Final Authority to Use Cash Collateral  with
the  Bankruptcy Court (the "Cash Collateral Motion").  Interim
orders  of  the  Bankruptcy Court (including   bench   orders)
authorizing  use of Cash Collateral, dated December  1,  1994,
December  14,  1994,  December 15, 1994,  January   4,   1995,
January 11, 1995, February 23, 1995, March 6, 1995, March  15,
1995 (the March 15 Order is specifically referred to herein as
the   "March  15  Order"),  May 2,  1995,  and  June  1,  1995
(collectively,  the "Interim Orders") have been entered by the
Bankruptcy  Court  in the Bankruptcy Case.  The Interim Orders
provide,  inter  alia,  as follows:

                      a.    All  rents, security deposits  and
revenue received by the Debtor with respect to  the  Property,
including  but  not  limited to the rents  and  receipts  (the
"Rents")   derived from leases for premises  at  the  Property
(the   "Leases"),  are segregated and deposited by the Debtors
in a  Cash  Collateral Account (the "Cash Collateral").

                        b.     Expenses  related   solely   to
operation   of  the Property are paid from Cash Collateral  in
accordance  with  a procedure provided by the Interim Orders.

                       c  .   Cash  Collateral  not  used  for
payment   of  approved expenses is paid to JCP  on  a  monthly
basis as  provided by the Interim  Orders.

                      d.    The  Debtor and JCP have  reserved
their respective rights and remedies regarding application  of
Cash  Collateral paid to JCP against the JCP  Claim,  the  JCP
Motion  to Dismiss, and other matters in the Bankruptcy case.

                 3.   The JCP Motion to Dismiss.

                  On  February 2, 1995, JCP filed a Motion  of
JCP   to  Dismiss the Bankruptcy Case, or in the  Alternative,
for   Relief  from  the  Automatic Stay (the  "JCP  Motion  to
Dismiss").  The Debtor has opposed the JCP Motion to  Dismiss.
A   hearing   on  the JCP Motion to Dismiss was scheduled  for
May  24,  1995 at which time the parties advised the Court  of
their  intention  to  enter into the  Stipulation.

             4.     Debtor  Application  for  Appointment   of
Appraiser.

                The Debtor has filed an Application to Appoint
Appraiser  in  the  Bankruptcy  Case.   JCP  has  opposed  the
Application   to  the  extent  the  Debtor    requests    that
compensation of Debtor's proposed appraiser be paid from  Cash
Collateral.   A  hearing on the Application was scheduled  for
May   24,   1995  and, upon approval of this Stipulation,  the
Application shall bewithdrawn, with prejudice.

          F.   Purpose of this Stipulation.

        The   parties  heretohave conducted negotiations  with
respect  to  resolution  of the  JCPMotion  to  Dismiss,  Cash
Collateral    Motion,   Application    to    AppointAppraiser,
allowance of the JCP Claim and disposition of  theIndebtedness
and now desire to enter into this Stipulation  toresolve those
matters  and  any  and  all other matters   among   them.As  a
material  inducement to JCP entering into this  Stipulationand
subject   to   approval   of   this   Stipulation    by    the
BankruptcyCourt,  the Debtor has agreed to deliver  to  JCP  a
deed  and  otherconveyance documents and instruments necessary
to deliver  andconvey title to the Property, free and clear of
all   liens,claims,   and   encumbrances,   except   permitted
exceptions.   As   amaterial inducement  to  Debtor,  JCP  has
agreed  not to sue,  andultimately to release, the Debtor  and
Guarantors  for  anydeficiency or other matter  as  set  forth
herein,  all   subject   tothe terms and  conditions  of  this
Stipulation.

                                      AGREEMENT

         NOW, THEREFORE, the parties hereto, in  consideration
ofthe  mutual  promises herein contained and other  good   and
valuableconsideration, the receipt and  sufficiency  of  which
are   herebyacknowledged, and intending to  be  legally  bound
hereby,  covenantand agree as follows:

          1.    Incorporation by Reference.  The  Construction
LoanDocuments   and   the  recitals  set   forth   above   are
herebyincorporated herein by reference as if set forth in full
in  thebody of this Stipulation.

           2.  Acknowledgment of  Indebtedness.   The   Debtor
andthe  Guarantors hereby acknowledge that as  of  the  Filing
Date,   thetotal outstanding balance of the indebtedness owing
by   Debtor   toJCP  under  the  Construction  Loan  Documents
as$24,949,994.86(consisting  of $21,690,860.95  in  principal,
$2,071,038.91   ininterest and $1,188,095.00 in late  charges)
plus    any    reimbursablecosts,  fees  and  other  expenses,
including attorneys,  fees,  thatmay have been incurred by JCP
prior to the date hereof  but  whichhave not yet been paid  by
Debtor    (collectively,   the"Indebtedness").    The   Debtor
expressly  acknowledges  that  it   hashad  a  full  and  fair
opportunity   to  review  the  accounting   of    theforegoing
amounts,  that the foregoing accurately reflects   allpayments
made  by  and credits owing to Debtor through the  datehereof,
and  that  Debtor  has  no  dispute, reservation,disagreement,
defense or offset of any kind or nature withrespect to all  or
any  part  of  the  Indebtedness.  Debtor  furtheracknowledges
that  interest  will continue to accrue on theIndebtedness  at
the  applicable  rate or rates set forth  in   theConstruction
Loan   Documents,   and   that  JCP  may   incur    additional
reimbursable  costs  and  expenses  after  the  date  of  this
Stipulation, all of which would, absent the  effect  of   this
Stipulation, constitute additions to  the  Indebtedness  owing
by  Debtor to JCP, and that the present fair market  value  of
the    Parcel   does  not  exceed   the   Indebtedness.    The
Indebtedness  due  under the Construction Loan Documents which
comprises  the  JCP  Claim is hereby adjudicated as an allowed
claim   in   the  Bankruptcy  Case under section  502  of  the
Bankruptcy Code.
     3.   Validity of the Construction  Loan  Documents.

        Debtor  hereby  (a)  ratifies all provisions,   terms,
covenants  and  conditions set forth in the Construction  Loan
Documents,   (b)  agrees that the Construction Loan  Documents
constitute  the  valid  and binding obligations of  Debtor  to
JCP,   enforceable  against  Debtor in accordance  with  their
respective   terms,   for   which  obligations  there  are  no
offsets,  counterclaims,  rights  of  recoupment, disputes  or
defenses of any kind  or  nature  available  to Debtor, except
for  Debtor's entitlement, if any,  to  a  fair  market  value
credit  to the extent available  under  applicable  law,   (c)
acknowledges  that JCP has a valid, perfected   lien   against
and  security interest in the Parcel, all  Rents,  issues  and
profits  derived therefrom, the Deposit Accounts  and  certain
personal   property  owned by Debtor  as  provided  under  the
terms  of  the  Construction Loan Documents in the  amount  of
the  Indebtedness;  and (d) acknowledges that all of the Rents
derived   from   the  Leases, and all other income,  receipts,
and  funds  received  by  the  Debtor as a result of Debtor  s
ownership of the Property  constitute Cash Collateral  of  JCP
within  the   meaning   of   Sections   361  and  363  of  the
Bankruptcy Code.

                4.   Delivery of Consents.

        On  the   Effective  Date  of  this  Stipulation,  the
Debtor  shall  deliver to JCP  a  Stipulation   for  Entry  of
Judgment  in  the  form  attached hereto   as   Exhibit   "B",
executed   on   behalf  of  Debtor,  and  a   Consent    Order
Appointing   Receiver in the form attached hereto  as  Exhibit
"C",  executed  on  behalf of Debtor.

             5.    Conveyance of the Parcel by Deed  in   Lieu
of  Foreclosure.

       (a)  Subject to all of  the  terms  and  conditions  of
this  Stipulation, Debtor will, at  Settlement  (as  hereafter
defined),  execute  and deliver to JCP  or  its   designee   a
special   warranty deed with covenants as to  grantor's   acts
(the   "Deed"),  in the form attached hereto as  Exhibit  "D",
which  upon  delivery  will convey and transfer to JCP in  fee
simple   absolute  all  of  Debtor's right, title and interest
in   and   to  the   Parcel   and   all   easements,   rights,
hereditaments   and  appurtenances  pertaining  thereto,  free
and  clear  of  all  liens  and   encumbrances   subject    to
permitted exceptions and the Mortgage  and  Construction  Loan
Documents.   At  Settlement, Debtor  will   also   deliver   a
Resolution  ("Resolution") authorizing the conveyance of   the
Parcel  in  the  form attached hereto as Exhibit "E" and  such
other  documents  as  JCP's title company reasonably may  deem
necessary   to   convey   all  of Debtor's  right,  title  and
interest in the Parcel to  JCP  (the   Deed and Resolution are
together referred to herein as the   "Conveyance Documents").
                    (b)  Debtor hereby  represents,  warrants,
agrees   and attests that (i) the Deed is intended to be,  and
upon   its   release from escrow and delivery to JCP will  be,
an  absolute   conveyance of all of Debtor's right, title  and
interest   in  and  to   the Parcel and that the Deed  is  not
intended  to  be,   and   will  not   be,  a  mortgage,  trust
conveyance or security for any future   obligation; (ii) it is
the intention of Debtor as  grantor  in  the   Deed to convey,
and   upon   delivery  of  the  Deed    pursuant    to    this
Stipulation,  Debtor  will convey  to  JCP  all  of   Debtor's
right,    title  and interest in and to the Parcel;  (iii)  in
agreeing  to  the   execution and delivery of the Deed to JCP,
Debtor  is  acting  after   consultation with legal counsel of
its  own   choosing,  has  been   fully and completely advised
with respect to  the  significance  and   effect thereof,  and
is  not acting under coercion or  duress  of  any   kind;  and
(iv)  Debtor  will  testify,  declare,   depose   or   certify
before  any competent tribunal, officer or other  person,   in
any   case or proceeding now pending or hereafter  instituted,
to   the    truth of the particular facts described  in   this
subsection  4(b).
                   (c) Without waiving the right  of  JCP   to
foreclose    on  the  Mortgage,  which  rights  are  expressly
reserved,  it  is  the   intention of the parties hereto  that
the  Deed  to  be  delivered   hereunder shall be entitled  to
all  of  the  benefits of  a  deed  in   lieu of  foreclosure.
The  estate of JCP  under  the  Mortgage  and   Loan Documents
shall not merge with the fee  estate  upon  delivery   of  the
Deed.

             6.    Assignment  of  Leases  and  Other  Rights,
Interests   and Privileges.

         (a) In  addition  to  the  Deed  and  in  furtherance
of  the  purposes  of  this  Stipulation,  Debtor   will,   at
Settlement   hereunder, deliver to JCP an Assignment of Leases
in   the   form   attached hereto as Exhibit "F", to   assign,
transfer   and   convey   to   JCP (the "Assignment")  all  of
Debtor's  rights,  titles,  interests   and privileges in,  to
and  under all of the leases  to  any  portion   of the Parcel
and  all  amendments thereto,  all  development   rights    of
Debtor   with  respect  to  the  Parcel,  including,   without
limitation,  all permits, approvals, consents  and  agreements
obtained  by  Debtor  from   any   governmental   or    quasi-
governmental   agency or authority with respect to the  Parcel
(including,   without limitation, all zoning, subdivision  and
land  development   permits and approvals for the Parcel), all
plans and   specifications heretofore obtained by Debtor  with
respect   to  the   development of the Parcel, all  rights  of
Debtor   in   and  agreements   by Debtor with any  public  or
private  utility  company  with  respect   to the  development
and  use  of  the  Parcel,  all  studies,   tests,    surveys,
environmental assessments, engineering reports,    feasibility
studies,  appraisals and other investigations   pertaining  to
the   Parcel,   all  equipment,   materials    and    building
supplies owned by Debtor and located on the Parcel,  and   all
other  rights and property, whether similar or dissimilar   to
the   foregoing,  of  Debtor  pertaining  to  the   ownership,
development   or use of the Parcel, all insurance proceeds  or
claims, all condemnation awards or claims, and all real estate
tax  rebates (collectively, the "Associated Property Rights").
(b)  At  Settlement  hereunder  Debtor  will  also deliver  to
JCP  a  Bill  Of  Sale and Assignment in the   form   attached
hereto as Exhibit "G", to assign, transfer and convey to   JCP
(the   "Bill  of  Sale")  all  of  Debtor's  rights,   titles,
interests   and  privileges in and to  any  and  all  personal
property in  which  the Debtor holds an interest at the Parcel
(the   Conveyance  Documents, the Assignment and the  Bill  of
Sale  are  collectively  referred  to herein as the  "Transfer
Documents").
                 (c)  At  Settlement hereunder   Debtor   will
deliver  payment to JCP in the amount of all funds on  deposit
in   the   Cash  Collateral  Account, including  all  security
deposits   which   are  part thereof; provided,   however,  at
Settlement,  JCP   shall  approve payment  of  the  amount  of
$25,000   from   Cash  Collateral   to   Debtor's   management
professionals.                          (d)    Debtor   hereby
confirms and agrees that the foregoing transfer and assignment
is   and  is  intended   to   be   a  present,  absolute   and
unconditional assignment of  the  Associated Property  Rights,
and  the  Assignment  and Bill of Sale  to   be  delivered  at
Settlement  shall be made and given  by  Debtor  in accordance
with  the  same representations,  warranties,  agreements  and
attestations as are set forth in subsection 4(b)  above   with
respect to the Deed.  It is understood and  agreed  that   the
Assignment  of  the Associated Property  Rights   specifically
includes  all  refunds, rebates and other  payments,   however
described,  now or hereafter becoming due to the   holder   of
the Associated Property Rights.
                  (e)  Debtor expressly confirms  and   agrees
that although the Assignment is, and is intended upon delivery
to   JCP,  to constitute a present transfer and assignment  of
the    Associated  Property  Rights,  Debtor  will,  at  JCP's
reasonable  request  and   at JCP's  sole  cost  and  expense,
promptly execute and deliver such further assignments or other
instruments as JCP shall from  time to time hereafter  request
in  order to properly  and  completely transfer and assign the
Associated Property Rights  to  JCP.

           7.   Consideration.

         (a) In  consideration  for  Debtor's delivery of  the
Conveyance  Documents pursuant to the   terms   of  subsection
5(a)  above, and the delivery of the  Assignment  and Bill  of
Sale, pursuant to subsection 6(a) above, the  delivery  of the
Stipulation  for Entry of Judgment pursuant to   paragraph   4
above,   the   delivery  of  the  Consent   Order   Appointing
Receiver pursuant to paragraph 4 above, and the covenants  and
representations  of  Debtor  contained  herein,  JCP    hereby
agrees  as  follows:
                          (i)  Covenant by JCP  Not  To   Sue.
Effective  upon completion of the Settlement under Section  12
herein,   JCP,   for  itself,  its predecessors,   successors,
assigns,    affiliates,   co-venturers   and   partners   (the
"Covenanting    Parties"),   covenants   (and  at   Settlement
hereunder  shall confirm such  covenant)  not  to  sue  Debtor
and  its Partners for any deficiency after  the  public   sale
of  the  Property and Personal Property  Rights,  and  further
covenants   not  to  sue  the  Guarantors,  their   respective
officers,   directors,  employees, agents,  successors,  heirs
and   assigns  (the  parties who are the beneficiaries of this
covenant Not  To  Sue  are  collectively referred to  in  this
paragraph  (i)  as  "Debtor  and  Guarantors") on  any  claim,
demand,   debt,   liability,  contract,  obligation,  account,
tort, cause of action or claim  for  relief  of  whatever kind
or  nature,  whether known or unknown, whether   suspected  or
unsuspected  by  Covenanting Parties, which  the   Covenanting
Parties  may have or which hereafter  arise,  be  asserted  or
accrue  against  Debtor  and Guarantors   arising   from,   by
reason  of,  or  in  any  way connected with  any  agreements,
transactions,  occurrences, acts,  or   omissions   whatsoever
that   were commenced, done or committed, or occurred at   any
time   prior  to the date of this Stipulation and/or the  date
of  Settlement  hereunder arising or related to the Loans  and
Loan   Documents,  including but not limited to any deficiency
or  other  monetary  judgment with respect to the Construction
Loan   Documents,   the   Parcel or  the  Associated  Property
rights,   except   for  (aa)   any   material  breach  of  the
representations  and  warranties  given  by   Debtor  in  this
Stipulation  and specifically  contained  herein,   and   (bb)
any  failure  by  Debtor  to perform  any  of   the   Debtor's
covenants   under  this  Stipulation.    Notwithstanding   the
provisions  of  the  foregoing  paragraph, the parties  hereto
agree that the  above-stated  Covenant Not to Sue shall become
null and void and  of  no  legal  effect whatsoever, and shall
not  be  asserted  by  Debtor and   Guarantors  or  any  party
claiming by or through  Debtor  and  Guarantors, if any of the
following  conditions occurs  at  any  time  within two  years
of the date of this Stipulation:
                  (a)  Debtor or Guarantors contest or  attach
or   any  person authorized to act on  behalf  of  Debtor   or
Guarantors  contests  or   attacks   the   conveyance  to   be
effected by the Deed  or  the Assignment, or takes any  action
that   would   result in a further encumbrance  on  the  title
of   the  Property  as  of  the  Effective   Date   of    this
Stipulation;
                   (b)   Debtor  or Guarantors or any  parties
authorized to act on  their  behalf  contest the  public  sale
of the Property by  any  holder  thereof;
                   (c) Any Trustee, creditor of Debtor or  any
third    party avoids or sets aside the  conveyance  to    JCP
effected  by  the Deed or Public Sale  of   the Property,  the
Transfer Documents  or  this Stipulation; or
                   (d)  Debtor  files a further  Petition  for
Relief   under the United States Bankruptcy  Code. The parties
hereto  further agree that the  Covenant  Not  To  Sue  stated
above shall be null and void and entitled  to  no legal effect
whatsoever  in  the  event  that  Debtor  or   Guarantors  are
adjudged  by any Court having jurisdiction to  have  defrauded
JCP   with  respect  to  the  representations,  covenants  and
obligations of Debtor under the Stipulation.           In  the
event  that  none of the events described  in  the immediately
preceding paragraph of this subsection  7(a)(i)  have occurred
by  the  date  which  is  two (2)  years  from  the  date   of
Settlement hereunder and provided there is no pending   action
contesting the conveyance of the Property, including but   not
limited  to  the Parcel to JCP (if JCP has acquired  title  by
release  of  the Deed from escrow to otherwise),  at  Debtor's
written   request  JCP  shall  deliver  to  the   Debtor   and
Guarantors   a release of all claims JCP may have against  the
Debtor  and  Guarantors (the "Release"), in the  form  annexed
hereto as Exhibit "H", executed by JCP.  However, if there  is
any pending action of any nature contesting or challenging the
conveyance   from  Debtor to JCP at the end of  such  two  (2)
year  period, the  Release  shall not be delivered  to  Debtor
unless  and  until  such action(s)  are resolved  by  a  final
unappealable   court  determination   or   binding   agreement
executed  by the parties challenging the  conveyance   to  the
effect  that  the conveyance is valid and shall  not  be   set
aside.                      (ii)   Payment of Realty  Transfer
Taxes;  Taxes  and Assessments.   It is the intention  of  the
parties   hereto   that  the  Deed  to  be  delivered  on  the
Effective Date shall be  exempt from any realty transfer taxes
as  a deed-in-lieu  of  foreclosure as provided by the laws of
the  Commonwealth of  Pennsylvania. However, it any such taxes
are  determined to be due, JCP  shall pay the same  and  shall
also   pay  any  other  taxes  or  charges  assessed  by   the
Commonwealth  of  Pennsylvania or  any  political  subdivision
thereof  in connection with the recordation  of  the  Deed  or
the conveyance effected thereby.   (iii)  Release of Claims by
JCP  Against  Debtor's  Professionals.   In  addition  to  the
Release   set   forth  in the foregoing paragraphs,  JCP,  its
successors,  assigns,  affiliates, co-venturers  and  partners
("Releasers")unconditionally  releases  any  and  all  claims,
demands,  debts   andliabilities  or  claims  for  relief   of
whatever  kind and nature,whether based on tort,  contract  or
statute,  that  Releasorspresently have or may hereafter  have
against  the  law  firm ofConnolly, Epstein,  Chicco,  Foxman,
Engelmyer,  and  Ewing("Connolly"),  counsel  to   Debtor   in
connection  with  the   Bankruptcycase,  for  return  of  sums
received  by Connolly in connection  withthe Bankruptcy  Case,
as  disclosed in the Statement underBankruptcy Rule 2016 filed
by  Connolly with the Bankruptcy  Courtin the Bankruptcy Case.
(b)   The parties hereto hereby acknowledge andagree that each
has,  and  on  the Effective Date each shall   have,given  and
received good and valuable consideration pursuant  tothe terms
and    conditions    of    this    Stipulation,     including,
withoutlimitation, the following:
                       (i)    JCP's   (aa)   agreement,   upon
theoccurrence  of  certain  events  set  forth  in  subsection
7(a)(i)above  to  release certain obligations  of  Debtor  and
Guarantors   inaccordance  with the terms  thereof,  and  (bb)
agreement   to  make   thepayments  set  forth  in  subsection
7(a)(ii) above; and
                       (ii)   Debtor's  agreement  to   convey
theParcel  to  JCP as set forth in Subsection 4(a)  above  and
Debtor'sassignment  of  the  Associated  Property  Rights  and
delivery   of   the  Bill of Sale pursuant to subsection  5(b)
above.

            8.    Condition  of  Title  and  Title  Insurance.
Upondelivery  of  the Transfer Documents to  JCP,  fee  simple
title   tothe  Parcel shall be conveyed to JCP  in  accordance
with all of  theprovisions of this Stipulation, and such title
shall  be good  andmarketable and free and clear of all  liens
and   encumbrancespursuant to section 363  of  the  Bankruptcy
Code   subject  topermitted exceptions and  the  mortgage  and
Construction   LoanDocuments.  Prior to the  delivery  of  the
Transfer   Documents   toJCP  and  recordation  of  the  Deed,
nothing contained herein  willconstitute a conveyance  of  the
Parcel  to  JCP  or deem JCP a"mortgagee in possession".   JCP
shall  not take possession of  theParcel unless and until  the
Transfer  Documents  are delivered  toJCP,  and  the  Deed  is
recorded.   On  the  Effective  Date,  JCP   shallreceive   an
endorsement  or  commitment for title insurance  from   atitle
insurance  company  acceptable to  JCP  (at  JCP's  sole  cost
andexpense),  and  JCP's  election  in  form  and    substance
satisfactoryto JCP, confirming, among other matters, that upon
delivery   ofthe Deed, JCP will own fee simple  title  to  the
Parcel   inaccordance  with  the  provisions   hereof.    This
condition  shall  bedeemed satisfied upon JCP's acceptance  of
the Deed in  accordancewith the terms hereof.

              9.    JCP  Due  Diligence.  Upon  execution   of
this   Stipulation, JCP shall have the right to  conduct  such
due   diligence  as  it  may  deem necessary  and  appropriate
related  to the  Parcel, including but not limited to Phase  I
and  Phase   II  environmental audits.  Debtor shall cooperate
with    JCP   or   its   designees  in  conducting  such   due
diligence,  at JCP's  sole  cost  and expense.   JCP  and  its
designee  shall  have access to the  Parcel  as  necessary  to
conduct   tests,  surveys  or  examination   of   the  Parcel.
Notwithstanding anything herein to the  contrary,  JCP   shall
have   no   obligation  to  demand  or  accept  the   Transfer
Documents  and  nothing herein shall create any   constructive
ownership  interest  or possession of the  Parcel  unless  and
until    JCP  demands  and  accepts  the  Transfer  Documents.
Nothing  contained herein shall be construed as making the JCP
a   "mortgagee  in possession" of the  Parcel.             10.
Conditions  Precedent  to  Settlement.   Prior   to,   or   at
Settlement (as hereafter defined), Debtor shall  deliver,   or
cause delivery to JCP the following:
                  (a)All  keys  for  the  Parcel  in  Debtor's
possession, custody or control;
        (b)All  books  and  records in  Debtor's   possession,
custody   and  control  relating  to            the  operation
(property  related  income and expense records) of the Parcel;
                (c)Copies of insurance policies for  the  last
three  years regarding both casualty0           and  liability
coverage   concerning the Parcel and all documents related  to
any                              pending  insurance claims and
certification of insurance;
                 (d)  To  the  extent  same  are  in  Debtor's
possession,  Custody  or  control:  all   records           of
rentals   of   tenants;  all  records  regarding  governmental
approvals  and/or           compliance with zoning ordinances,
fire    codes,    etc.;     all     records     relating    to
inspections  by  municipal, county or state   officials;   all
records   relating   to                    taxes   and   other
municipal, state and  federal tax liens; any and all contracts
or             records   of    inspection    for   appliances,
maintenance,                  trash                   removal,
heating/cooling,   etc.;  all warranties  for  all  machinery,
equipment or               appliances  on the Parcel; and  all
other  documents, contracts,  and  records            relating
to the management or operation of the Parcel;


                  (e)  All  security deposits for any  tenants
of  the  Parcel held by Debtor (the "Security Deposits"), such
Security,   Deposits are presently part of the Cash Collateral
Account  being  transferred to JCP pursuant to paragraphs 5(c)
and 10  herein;
                  (f) All Rents, issues and profits  or  other
receivables  of  the  Parcel that are  currently  in  Debtor's
possession, to the extent such funds have not  been  delivered
to   JCP;                       (g)   Complete  lease   files,
including  all  original leases for any portion of the  Parcel
with all  amendments  and correspondence relating thereto;
                   (h)   All   outstanding  purchase    orders
relating  to the Parcel;
                   (i)   All   historical  operating   expense
billings  to any existing tenants;                         (j)
A  list of any proceedings and documents relating to any court
action  with  any occupant, guest,  tenant  or vendor  arising
out  of  any  services,  property,  interest   or   leases  in
connection with the Parcel;
                  (k)   A list of all leased equipment located
at the Parcel, if any;
                  (1)  To  the  extent same are  in   Debtor's
possession,  custody  or control: all building   plans,   site
plans,  architectural, engineering and electrical  plans   for
the   Parcel, including final construction as-builts,  current
as-builts    of   tenant  space,  and  original   construction
specifications;
                 (m)  To  the  extent same are   in   Debtor's
possession, custody or control: all  equipment  operating  and
maintenance manuals;
                  (n)  To  the  extent same  are  in  Debtor's
possession, custody or control:  all Life Safety and Emergency
Procedures Manuals relating to the Parcel;
                  (o)  To  the  extent same are  in   Debtor's
possession,  custody  or  control:  all  marketing  materials,
brochures,   flyers,   floor   plans,   site    plans,     and
advertisements,  including camera ready original  artwork  for
same relating  to  the Parcel;
                  (p)  To  the  extent same are  in   Debtor's
possession, custody or control:  artboards, building  standard
finish  boards, renderings and other artwork relating  to  the
Parcel;                      (q)  To the extent same  are   in
Debtor's  possession, custody or  control:  all   professional
(engineering,   architectural,  etc.)  surveys   or   reports,
including without limitation, environmental, physical and  ADA
surveys          relating         to        the        Parcel;
(r)    All   notices  of  violations  from  any   governmental
authority relating to the Parcel; and
                  (s)  All  other  documents  or  material  in
Debtor's   possession  and  custody  pertaining  to  operation
of   the   Parcel  as  may be further reasonably requested  by
JCP.

       11.    Covenant   by   Debtor   to   Pay   Over    Cash
Collateral.  Debtor hereby covenants  and  agrees  that  prior
to   Settlement  it  will  pay  the  specifically   designated
operating  expenses   approved  by JCP in accordance with  the
Interim   Orders   and  that  the  entire   balance   of   the
Cash   Collateral  actually  received  by  Debtor   from   the
Property  will be  turned  over  at  Settlement  to   JCP   or
its   designee,  subject to the payment by JCP to  the  Debtor
pursuant to  paragraph  6(c)  herein.
               12.    Settlement.     Settlement     hereunder
("Settlement")   shall take  place  on  the  Effective   Date,
and,   unless   before  said  date the parties  hereto   shall
have   agreed   on  a  different  time,  date  and  place,  at
10:00   a.m.   on  such  date  at  the  offices   of   Drinker
Biddle  &  Reath,  1345  Chestnut  Street,  Philadelphia,   PA
19107.  At  Settlement  the  following  deliveries  shall   be
made:
                   (a)  The  Debtor  and  JCP  shall   execute
and   deliver  the following documents to JCP or its  designee
fully executed and  acknowledged where appropriate:
                         i) the Deed;
                        ii) the Resolution;
                       iii) the Stipulation  for  Entry   of
                            Judgment;
                        iv) the  Consent  Order    Appointing
                            Receiver;
                         v) the Assignment;
                        vi) the Bill of Sale; and
                       vii) such other documents as reasonably
                            may be required by JCP's title company.
                 
                    (b)   The Debtor shall deliver the Security
Deposits  and   Cash   Collateral   as   provided    by    the
Stipulation;  and
                    (c)   The  Debtor  at  JCP  shall  deliver
and   execute   such other documents as may  be  necessary  to
effectuate this  Stipulation and the transactions contemplated
hereby.              The foregoing  documents  shall   be   in
the   forms   attached  hereto as  exhibits   and   where   no
form  of   document  is  attached  hereto, the document  shall
be  consistent  with  the  terms of  this  Stipulation and  in
a  form  reasonably  satisfactory  to  JCP  and  Debtor.

     13.  Representations  and  Warranties   of   Debtor.   In
order  to  induce JCP to enter into this Stipulation,  and  in
addition   to   the  other  acknowledgments,  representations,
warranties  and  agreements  of  Debtor  set  forth  in   this
Stipulation, Debtor represents and warrants to JCP that:

                  (a)   Debtor is the owner of legal title  to
the   Parcel and the Associated Property Rights and  possesses
the   legal   power and authority to convey the  same  to  JCP
pursuant to the  Deed and the Assignment, respectively;
                  (b)  To  the  best  of Debtor's   knowledge,
neither   the  Parcel   nor Debtor are  in  violation  of  any
applicable   requirements  of  law  in  connection  with   the
disposal, storage,  treatment, processing or other handling of
hazardous   substances  or wastes or the emission or discharge
of any effluent,  contaminant, pollutant or other material at,
from or in  connection with the Parcel;
                  (c) The Debtor has entered into  no  leases,
tenancies,  licenses  or other occupancy  agreements,  or  any
other   agreements  with respect to or affecting  the  Parcel,
other    than    this   stipulation,  the  Construction   Loan
Documents,  the  Leases  and  all amendments thereto  and  the
instruments   creating   the   Associated   Property   Rights;
                  (d)   No  work  has  been  or will be
performed  at,  and   no materials  have  been  or will be
furnished  to,  the   Parcel prior   to Settlement hereunder,
which might give rise to  any mechanics',  materialmen's, or
other lien or claim against the Parcel,   except   work regarding
the AVS Tenant  Improvements approved by JCP;
                   (e)  Other than (i) the Bankruptcy Case, (ii)
Commonwealth  of Pennsylvania vs.  Jenkins Court   Associates.
Limited  Partnership,  pending  in  the  District  Court   for
Montgomery   County, Pennsylvania (the "District Court")   and
(iii)   Tri-Temp,   Inc. v. Jenkins Court Associates,  Limited
Partnership,  pending  in  the District Court,  Case  No.  CV-
0000187-95,   there  is  no   action,   suit,  or  proceeding,
judicial or administrative, pending or,  to  the knowledge  of
Debtor, threatened, in or by any court  or  governmental  body
or  agency against or affecting the Parcel  or  the Associated
Property  Rights or relating to the ownership  or  development
of the Parcel or the Associated Property Rights;
                  (f) All necessary partnership actions to  be
taken    on  the  part  of  Debtor  in  connection  with   the
execution,  delivery  and performance of this Stipulation, the
Deed,  the Assignment  and  all other documents to be executed
and  delivered by  Debtor  pursuant hereto have been duly  and
effectively   taken.   This   Stipulation,   the   Deed,   the
Assignment  and  the  other  documents  to   be  executed  and
delivered  by  Debtor  pursuant hereto  constitute   or   will
constitute  when executed the valid, binding  and  enforceable
obligations of Debtor;
                  (g)  Debtor has (and JCP  hereby  acknowledges
that  it  has)made  full  and careful analyses of the value of
the   Parcel and  the Associated Property Rights, and Debtor
and JCP   have each    reached  the  conclusion,  independently,
that   the agreements  set  forth in this Stipulation constitute
good and sufficient   consideration  for  the  transfers  effected
or contemplated  by  the  provisions hereof; and
                   (h) The Associated Property Rights  are  in
full   force  and  effect,  all  payments  currently-due    in
connection   therewith  have been  made,  and  Debtor  has  no
knowledge    of    any   claim  affecting  the   validity   or
transferability  of any  of  the  Associated Property  Rights;
provided,   however,   the   Debtor   has   advised  JCP  that
tenants  are  in default and/or  have  asserted   claims  with
respect  to  the  following  Leases:   (i)   Lease   Agreement
between the Debtor and Linens Plus, Inc., dated February   22,
1991   and  (ii)  Lease  Agreement  between  the  Debtor   and
Abington  Psychological Associates, dated October 1, 1993.

      14.    Representations  of  JCP.   JCP  represents   and
warrants  that  it  is  the holder of the  Construction   Loan
Documents  as of the date of this Agreement.

       15.   Covenant by Debtor Not to Oppose  JCP's  Actions.
(a)  Debtor covenants and agrees that from  the  date   hereof
neither Debtor nor any person acting at Debtor's instance   or
in  Debtor's stead will interfere with or oppose JCP's actions
in   accordance  with this Stipulation.   If  Debtor  or   any
party   acting  on Debtor's behalf interferes with or  opposes
JCP's  actions  in  accordance with this Stipulation, then the
obligations  of  Debtor  to JCP, as they existed prior to  the
date   of    this   Stipulation,   shall  be  fully   revived,
reinstated  and continued in  full  force  and  effect  as  if
said    payment   or   conveyance   had   not    been    made.
(b)   Debtor hereby covenants and agrees that  neither  Debtor
nor  any  person acting at Debtor's instance  or  in  Debtor's
stead, will interfere with or oppose JCP in  any  proceedings,
receiver,  sheriff,  or U.S. marshal public   sale,   or   any
action  to quiet title which may be brought by JCP to  perfect
its  right,  title  and  interest to the  Parcel  and/or   the
Associated  Property Rights; provided, however, JCP  shall  be
under no  obligation to cause any public sale of the Parcel to
be  held  under this Stipulation or otherwise.

           16. Consent  to  Relief  from Stay.  Debtor  hereby
covenants  and  agrees that in the event that  Debtor   shall,
after  disposition of the instant Bankruptcy Case, (i) file  a
further   petition  with  any bankruptcy  court  of  competent
jurisdiction  or  be the subject of any petition  filed  under
the   Bankruptcy   Code,  (ii) be subject  to  any  order  for
relief  issued under  the  Bankruptcy Code, (iii) file  or  be
the  subject  of   any  petition  seeking any  reorganization,
arrangement,     composition,    readjustment,    liquidation,
dissolution  or similar  relief  under any present  or  future
federal  or  state  act  or   law   relating   to  bankruptcy,
insolvency  or  relief  for debtors,  (iv)  have   sought   or
consented  to  or  acquiesced  in  the  appointment   of   any
trustee,   receiver  (other  than  a  receiver  appointed   as
contemplated    by    this   stipulation),   conservator    or
liquidator, or (v) be the  subject  of any order, judgment  or
decree   entered  by  any  court  of   competent  jurisdiction
approving   a   petition  filed  against  Debtor    for    any
reorganization,   arrangement,   composition,    readjustment,
liquidation, dissolution or similar relief under  any  present
or  future federal or State act or law relating to bankruptcy,
insolvency  or  relief  for debtors; then,  subject  to  court
approval,   this   Stipulation  and  the  Construction    Loan
Documents shall be deemed cash collateral agreements  pursuant
to  Section 363 of the Bankruptcy Code, binding on Debtor, and
JCP  shall   be  entitled to relief from  any  automatic  stay
imposed  under   Section  362  of  the  Bankruptcy  Code,   or
otherwise,  on  or  against the exercise  of  the  rights  and
remedies  otherwise  available to  JCP  as  provided  in  this
Stipulation  and  the  Construction  Loan   Documents,  or  as
otherwise  available at law, and Debtor  hereby   waives   its
rights to object to such relief.

            17.  No  Assumption of Liabilities.  By   entering
into  this Stipulation, JCP and Debtor agree that JCP has  not
assumed  or  promised to pay, in whole or in part, any  debts,
liabilities  or  obligations of Debtor, whether  arising  with
respect   to   the Parcel, the Associated Property  Rights  or
otherwise.   JCP   shall not have any duty  or  obligation  to
Debtor  to  indemnify or  defend Debtor  or  any  other  party
against  loss  in connection with Debtor's debts, obligations,
liabilities,  or  contracts   relating  to  the  Parcel,   the
Associated  Property Rights or otherwise,  and JCP  shall  not
have any duty or obligation to use, manage or  sell the Parcel
in  any  particular  manner that  would  or   might   minimize
Debtor's obligations to third parties.

            18.   Release  Of   All  Claims   by   Debtor  and
Guarantors.  Debtor  and Guarantors,  for  themselves  and  on
behalf  of  their  respective successors and  assigns,  hereby
release,   remise   and forever discharge (and  at  Settlement
hereunder  shall  confirm  such release, remise and  discharge
of)  JCP,  its   successors  and  assigns and  all  principals
thereof   (hereinafter   referred    to,    individually   and
collectively, as the "Released Parties") from  any   and   all
claims,  demands, debts, liabilities, contracts,  obligations,
accounts,  torts,  causes of action or claims  for  relief  of
whatever  kind  or  nature, whether known or unknown,  whether
suspected or unsuspected by Debtor or Guarantors which  Debtor
or  Guarantors  may  have  or which may  hereafter  arise,  be
asserted  or accrue against the Released Parties arising from,
by  reason   of, or in any way connected with any  agreements,
transactions,  occurrences, acts or omissions whatsoever  that
were   commenced, done or committed, or occurred at  any  time
prior to the date  of this Stipulation in any way relating  to
the   Construction   Loan,    the  Parcel  or  the  Associated
Property  Rights,   including,  without limitation,  any  such
claims  in  respect of:                      (a)  any  of  the
Construction  Loan  Documents,  any disbursements  or  failure
to  disburse or to make  advances  under the Construction Loan
Documents,  the negotiation of any  of  the Construction  Loan
Documents or this Stipulation, the  terms  hereof or  thereof,
or the approval, administration or  servicing  thereof;
                   (b)   the  manner  of  calculation,   rate,
collecti-  bility  of, or entitlement to  interest  under  the
Construction   Loan Documents, including, without  limitation,
any  claims that interest charged under the Construction  Loan
Documents  is   or   at  any  time  was,  usurious  under  any
applicable law;
                  (c)  any  demands, notices of  default,   or
notices   of   acceleration  in  reference  to  any   of   the
Construction Loan Documents or any other matter pertaining  to
the  collection  or enforcement by the Released Parties of the
Loan evidenced  by  the Construction Loan Documents;
                 (d) any oral agreements or understandings  by
and  between the Released Parties (or  their  predecessors-in-
interest) and Debtor and/or Guarantors in connection with  the
Construction  Loan Documents, this Stipulation, or  any  other
security   instruments,  indebtedness  or   any    amendments,
modifications  or warranties in relation thereto,  Debtor  and
Guarantors  acknowledging and agreeing that the   Construction
Loan  Documents and all covenants therein, as executed and  as
modified   by   the parties, remain in full force  and  effect
according  to   their  terms without waiver,  modification  or
amendment other than as  set  forth in this Stipulation;
                  (e) any alleged obligation of or  commitment
by  the  Released Parties, or any affiliate of  the   Released
Parties,  at  any  time, whether oral or written,  express  or
implied,  to  make any additional advance of funds, reduce the
interest  rate  or  otherwise alter the manner  of  paying  or
accruing   interest,   or   to  refund,  cancel,  prorate   or
otherwise  adjust or abate any obligations arising out  of  or
respecting   the    Construction   Loan  Documents   or   this
Stipulation or any commitment fee,  loan  fee, advancement fee
or  other  fee or commission of any  nature,  or  to  forbear,
forgive, waive or delay the exercise of  any  right  or remedy
of  the  Released Parties on any grounds or  for  any  reason,
or  otherwise  amend,  modify, extend,  supplement,  renew  or
alter  in any way any of the terms of such Construction   Loan
Documents  or this Stipulation;
                  (f)  any  other matter pertaining   to   the
adminis-  tration, collection or enforcement by  the  Released
Parties      of      the    Construction    Loan    Documents;
(g) any claim that the Released  Parties  andDebtor, or either
of them, have any partnership, joint  venture  orother kind of
relationship,   other  than  that  of   creditor    anddebtor,
pursuant    to    the   Construction   Loan   Documents     or
thisStipulation; and                       (h)  any  claim  or
allegation that  any  ReleasedParty has acted precipitously or
in  bad  faith in  its  dealingswith Debtor and/or Guarantors,
or  that  any  Released  Party  hasasserted  or  attempted  to
assert  control or  undue  or  improperinfluence  over  Debtor
and/or   Guarantors  or  over  Debtor'soperations,   financial
affairs or the Parcel.

           19.   Release  Includes    Unknown   Claims.    The
releasescontained in this Stipulation apply  to   all   claims
which  Debtorand/or Guarantors now have or which may hereafter
arise   againstthe  Released Parties, or any  of  them,  as  a
result   of   acts  oromissions occurring before the  date  of
this   Stipulation   in  anyway relating to  the  Construction
Loan, the Parcel, or theAssociated Property Rights, whether or
not  known  or  suspected  bythe parties hereto.   Debtor  and
Guarantors    hereby    expresslyacknowledge   that   although
ordinarily a general release  does  notextend to claims  which
the  releasing party does not  know  orsuspect to exist in its
favor,  which if known to  it  might  havematerially  affected
its  settlement  with  the  party   released,   theDebtor  and
Guarantors  have carefully considered  and  taken  intoaccount
in    determining   to   enter   into   this    release    the
possibleexistence  of  such  unknown  losses  or  claims,  the
release   containedabove  and in  this  Section,  having  been
bargained  for   between   theparties with  knowledge  of  the
possibility of such  unknown  claims,is given in exchange  for
full accord, satisfaction and dischargeof all such claims.

         20.  Understandings of the Parties.
        (a)   ThisStipulation, together with the  Construction
Loan   Documents,  theInterim Orders, and the Deed  and  other
instruments   contemplatedherein, (i) constitutes  the  entire
understanding   between   theparties  hereto,   (ii)   without
limiting  the  generality   of  theforegoing,  supersedes  all
letters, agreements  in  principle,outlines of terms or  other
oral  or  written  communications  betweenthe parties  hereto,
and  (iii) may not be modified,  amended  orterminated, except
by a written agreement which is signed  by  eachof the parties
hereto.
                (b)  Each  of  the parties hereto   stipulates
andagrees   that   such  party  has  not  relied   upon    any
representations,statements,   covenants   or   warranties   in
entering  into this Stipulation and performing the  respective
actions   contemplatedhereby other  than  those  actually  set
forth in  this  Stipulation,incorporated by reference by  this
Stipulation,  or  specificallyreferred to in this Stipulation.
All  representations andwarranties contained herein  shall  be
true  and  correct   as  of  Settlement, and  the  same  shall
survive for 2 years after Settlement and delivery of the  Deed
hereunder.
                 (c)  This  Stipulation is  not  intended   to
replace  or  become a substitute for any of  the  Construction
Loan Documents, but is a modification thereof.  Except to  the
extent that the terms and conditions of the Construction  Loan
Documents   are   expressly  modified  or  amended   by   this
Stipulation,  all  terms  of the Construction  Loan  Documents
shall   survive  the   execution  and  performance   of   this
Stipulation  and shall remain in  full force and  effect.   In
the  event  there is any conflict or discrepancy  between  the
terms  of  this  Stipulation and  the  terms  of  any  of  the
Construction  Loan Documents, the terms of   this  Stipulation
shall govern.
                  (d)  Each  party  represents  that  it   has
received independent advice from legal counsel of its choosing
with  respect  to  the  advisability  of  entering  into  this
Stipulation   and  making  the agreements  and  providing  the
releases, waivers and  expressions of intent contained in this
Stipulation.
                 (e)  Each party represents that it has   read
this Stipulation and understands the contents hereof.

             21.   No   Third   Party   Beneficiaries.    This
Stipulation   is  made  for the sole benefit  of  the  parties
hereto,  except  with respect to (a) sections above pertaining
to  releases  of  additional parties referred to  herein,  who
shall receive  the benefits of those releases even though they
may  not  be  parties  to this Stipulation in their individual
capacities,   and   (b)    the  representations,   warranties,
agreements  and  attestations of Debtor as herein  set  forth,
which  have been made for the protection and benefit  of  JCP,
its  successors  and assigns and  all other parties  hereafter
dealing  with  or who may acquire an interest  in  the  Parcel
and/or  the  Associated  Property  Rights,   and  specifically
including any title insurance company that  insures  title  to
the  Parcel;  but no other person or persons shall   have  any
rights or remedies under or by reason of this  Stipulation.

             22.   Severability.   Wherever   possible,   each
provision of this Stipulation shall be interpreted in  such  a
manner   as   to be effective and valid under applicable  law.
In  the  event  that one or more of the terms or provisions of
this  Stipulation,  or any portions thereof, is determined  to
be illegal, unenforceable or prohibited by applicable law, the
remainder  of  this Stipulation shall not be affected  thereby
and   each   remaining  provision  or  portion  thereof  shall
continue to be valid and effective and shall be enforceable to
the fullest extent permitted by applicable law.

            23.   TIME IS OF THE  ESSENCE.  TIME  IS  OF   THE
            ESSENCE WITH RESPECT TO EACH AND EVERY TERM OF THIS
            STIPULATION.

            24.   Authority.   Each  person   executing   this
Stipulation   represents  and warrants  that  such  person  is
lawfully    authorized    and  empowered   to   execute   this
Stipulation  on  behalf of the  entity  on whose  behalf  such
person is signing, and that upon  execution,  this stipulation
will  be  binding  upon such entity,   without   any   further
approval, ratification, or other action.

             25.  Binding on  Successors  and  Assigns.   This
Stipulation  shall inure to the benefit of,   and   shall   be
binding   upon, JCP, the Debtor, the Guarantors and  each   of
their  respective successor and assigns.

             26.  No Waiver.  No delay or omission by JCP   in
exercising  any right or power arising under this  Stipulation
or  the Construction Loan Documents by reason of  any  default
hereunder  or thereunder shall be construed as  a  waiver   of
such   default  or as an acquiescence therein, nor  shall  any
single   or   partial  exercise thereof preclude  any  further
exercise   thereof.   No  waiver  of  any  default  shall   be
construed  as  a   waiver,  acquiescence  or  consent  to  any
preceding or subsequent  default.

             27. Further Assurances.  Debtor,  the  Guarantors
and    JCP   mutually  covenant  and  agree  to  execute   any
additional   documents  and to do all  other  acts  reasonably
required   to   effect   the  intent  and  purposes  of   this
Stipulation.  In  furtherance  and  not in limitation  of  the
foregoing,  Debtor and the  Guarantors  expressly agree,  upon
receipt  of  JCP's reasonable written  request  and  at  JCP's
sole  cost  and expense, to execute such further   instruments
and  to  take  such  other actions  as  may  be   required  to
transfer the Associated Property Rights to JCP.

             28.  Bankruptcy Court  Approval.  On  or   before
1995,  JCP  will  file  a motion with  the  Bankruptcy   Court
seeking   approval  of  this Stipulation  in  accordance  with
Federal  Rules  of  Bankruptcy Procedure ("Bankruptcy  Rules")
2002,  4001  and 9019  in  the Bankruptcy Case (the  "Approval
Order").   The  Debtor  and  the  Guarantors shall  use  their
best efforts to assist  in  obtaining  the Approval Order.

             29. Effective Date.  This  Stipulation  shall  be
effective on the date the Approval Order becomes final and  is
no     longer   subject   to   appeal   and/or   motion    for
reconsideration;  provided, however, JCP shall have the  right
to   terminate  this  stipulation upon written notice  to  the
Debtor in the  event  the  Effective Date does not occur on or
before July 25,  1995.

             30.   Application for Appointment  of  Appraiser.
The   Debtor's Application for Appointment of Appraiser  shall
be   deemed  withdrawn upon entry of the Approval Order by the
Bankruptcy  Court.

              31. Interim Orders.  The  Interim  Orders  shall
remainin  full  force  and  effect  until  occurrence  of  the
Settlement underthis Stipulation.

              32. Relief  from  Automatic  Stay.  The  parties
agreethat the automatic stay of Section 362 of the  Bankruptcy
Codeshall  be  deemed  modified  and  vacated  as  to  JCP  to
consummate  thetransactions contemplated by  this  Stipulation
and   enforce  anyrights and remedies JCP has or may have  for
breach of thisStipulation by the Debtor.

              33. JCP Motion to Dismiss.  The  Approval  Order
shallconstitute resolution of the JCP Motion to Dismiss.

               34.   Notice.  (a)  All   noticed,    requests,
demands,  andother communications under this Stipulation shall
be   in   writingand shall be given to each  party  hereto  as
follows:    

                            If to
     Debtor: Jenkins Court Associates  Limited Partnership
                       636 Old York Road
                     Jenkintown, PA  19046
                    Attn:  Miles S. Katzen
                               
                         with copies to:
                               
                    Albert Bixler, Esquire
                       Connolly Epstein
                         Chicco Foxman
                       Engelmyer & Ewing
                 1515 Market Street, 9th Floor
                    Philadelphia, PA  19102
                               
                            - and -
                               
                     Terrence P. Sullivan
          c/o Historic Preservation Properties  1989
                      One Liberty Square
                       Boston, MA  02109

If to JCP:

                     Jenkins Court Pennsylvania, L.P.
                  c/o Oaktree Capital Management, LLC
                     550 South Hope Street, 22nd Fl.
                         Los Angeles, CA 90071
                         Attn:  Russel Bernard

                            with a copy to:

                      Andrew C. Kasoner, Esquire
                       DRINKER BIDDLE & REATH
                        1345 Chestnut Street
                     PNB Building, Suite 1100
                   Philadelphia, PA  19107-3496

 (or at such other address as shall be designated by such
party   in a notice to each other party complying with the
terms of this Section).


         (b)  All notices, requests, demands and other
communications provided for hereunder shall be effective (i)
if given by overnight delivery service, when placed for
delivery  and by Certified Mail, Return Receipt Requested, and
(ii) if given  by any other means (including telecopy), when
received at the aforesaid  addresses.

           35. No  Partnership. Nothing herein shall  be
deemed  or construed to create a partnership or joint venture
between  any  of the parties hereto.

           36.  Applicable Law.  This Stipulation shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.

           37. Remedies Supplemental.  Except  as  provided
herein, the rights and remedies of JCP contained herein are in
addition to all other rights and remedies in favor of JCP at
law or in equity, and all such rights  and remedies may be
pursued singly, together or in lieu of any other rights and
remedies.

           38. Counterparts.  This Stipulation may be executed
by   each party in identical counterparts, each of which shall
be  deemed to be an original and all of which, taken together,
shall  constitute one agreement binding upon all parties.


IN WITNESS WHEREOF, the parties hereto have executed this
Stipulation, under seal, as of  the date first written above.
JENKINS COURT ASSOCIATES LIMITED PARTNERSHIP,  debtor-in-
possession


By :  Jenkins Court Investors, L.P.,  its General Partner

By:   Court Investors Corporation,  its sole General Partner

By:   Miles S. Katzen, President

By:   Historic  Preservation Properties 1989, Limited
      Partnership,  its general partner 
                      
By:   Boston Historic Partners, Limited Partnership its sole general partner

By:   Terrence P. Sullivan, its general partner



JENKINS COURT INVESTORS, L.P.

By:  Court Investors Corporation, its sole General  Partner   
     Miles S. Katzen,  President


        DEED THIS INDENTURE  made the  31st day  of August,
        in   the    year   of our Lord one thousand nine
        hundred and ninety-five (1995),

        BETWEEN    JENKINS  COURT   ASSOCIATES   LIMITED
        PARTNERSHIP,   a   Delaware  limited   partnership
        (hereinafter   called   the   Grantor),   of   the one part,
        and JENKINS COURT PENNSYLVANIA, L.P., a   Pennsylvania
        limited   partnership   (hereinafter   called    the
        Grantee), of the other part,

               WITNESSETH  that  the  said  Grantor  for  and
in   consideration   of   the sum of One Dollar ($1.00) and
other good and valuable   consideration,  unto  it  well  and
truly  paid  by  the   said   Grantee,   at  or  before  the
sealing  and  delivery  hereof,   the   receipt   whereof   is
hereby  acknowledged,  has   granted,   bargained   and
sold,   released   and confirmed, and by these presents does
grant, bargain and   sell,  release  and  confirm  unto  the
said   Grantee,   its   successors   and assigns,

             ALL THAT CERTAIN  lot  or  piece  or  tract  of
land  situate   in   the  Borough  of  Jenkintown,   County
of   Montgomery,   and   Commonwealth   of  Pennsylvania
bounded  and  described  according   to   a   plan   thereof
made January 4, 1989 and last revised January 9, 1989 by
Charles   E.  Shoemaker,  Inc.,  Engineers   and   Surveyors
of   Abington,   Pennsylvania as follows:


           BEGINNING  at  a  point  on  the  present  easterly
PennDOT   legal   right-of-way   line  of  Old  York  Road
(80'  wide)  said  point  being   at   the distance   of  one
hundred  sixty-two   and   sixty-six   one-   hundredths feet
(162.66') measured North nine degrees fifty-four   minutes
zero  seconds  East  (N  09  degrees  54'  00"  E)  from  the
point   formed by the intersection which the said present
easterly   PennDOT  legal  right-of-way  line  of  Old  York
Road  makes   with   the   northwesterly side of Rydal Road
(33' wide at this point);

         THENCE extending from the place of beginning along
the   present  easterly  PennDOT  legal  right-of-way   line
of   Old   York   Road   North nine degrees fifty-four minutes
zero seconds East (N 09   degrees  54'  00"  E)  one  thousand
ninety-one  and  four   one-   hundredths feet (1,091.04') to
a point;

          THENCE North  twenty-nine   degrees   four   minutes
thirty   seconds   East  (N  23  degrees  04'  30"  E)  thirty-
four  and   ninety-eight   one-   hundredths feet (34.98') to
a point;

         THENCE extending northeastwardly on the arc of a
circle   curving to the left with a radius of fifty-five and
no one-   hundredths  feet  (55.00')  the  arc  distance  of
fifty   and   seventy-   one one-hundredths feet (50.71') to a
point of compound   curvature;

         THENCE extending northeastwardly on the arc of a
circle   curving to the left with a radius of one  hundred
forty  and  no   one-hundredths feet (140.00') the arc
distance of thirty-one and   forty-nine one-hundredths feet
(31.49') to  a  point  of  reverse   curvature,         THENCE
extending northeastwardly, eastwardly, and   southeastwardly
on the arc of a circle curving to the right with   a radius of
five and no one-hundredths feet (5.00') the arc   distance of
eleven and  fifty-seven  one-hundredths  feet  (11.57')   to a
point on the southwesterly side of Spring Avenue (50, wide);

         THENCE extending along the  same  South  thirty-two
degrees   thirty-six minutes forty-three seconds East (S 32
degrees 36' 43"   E) two hundred thirty-nine and two one-
hundredths feet (239.02')   to a point;

         THENCE extending South fifty-seven degrees twenty-
three   minutes seventeen seconds West (S 57 degrees 23' 17"
W) one   hundred five and fourteen one-hundredths feet
(105.14') to a   point;
 
          THENCE  extending South nineteen degrees forty-two
minutes   six seconds East (S 19 degrees 42' 06" E) six
hundred and fifty-   four one-hundredths feet (600.54') to a
point;           THENCE extending South fifty-seven degrees
twenty-one   minutes thirty-four seconds West (S 57 degrees
21'  34"  W)  fifty   and six one-hundredths feet (50.06') to
a point;         THENCE extending South  nineteen  degrees
forty-four  minutes   three seconds East (S 19 degrees 44' 03"
E) one hundred forty-one   and twenty-four one-hundredths feet
(141.24') to  a  point  on  the   aforementioned northwesterly
side of Rydal Road (40' wide at this   point);

          THENCE extending along the same South fifty-seven
degrees   twenty-six minutes twenty seconds West (S 57
degrees  26'  20"  W)   four hundred seventy-seven and fifty
one-hundredths feet   (477.50') to a point;

         THENCE extending North fifty-five degrees twenty-
three   minutes thirty-four seconds West (N 55 degrees  23'
34"  W)  one   hundred thirty and twenty one-hundredths feet
(130.20') to a   point on the aforementioned present easterly
PennDOT legal right-   of-way line of Old York Road the first
mentioned point and place   of beginning.



         CONTAINING 344,682 square feet or 7.9128 acres.

         TAX PARCEL NUMBER 10-00-05364-00-8

         BEING the same premises which Positano Associates, a
Pennsylvania limited partnership, by Deed dated January 9,
1989   and recorded in the Office of the Recorder of Deeds for
Montgomery County on January 17, 1989 in Deed  Book  4899,
Page   2239, granted and conveyed to GRANTOR.

        UNDER AND SUBJECT, to the lien of a  certain  mortgage
created   by GRANTOR in favor of Fleet National Bank-, a
national  banking   association organized under the laws of
the United States   ("Fleet"), by Open-End Mortgage and
Security Agreement dated   January 9, 1989 and recorded on
January 17, 1989 in the  Office  of   the Recorder of Deeds
for Montgomery County in Mortgage Book   6397, Page 1438 in
the original principal amount  of  $17,820,000,   as modified
by: (1) a Modification Agreement recorded on  March  4,   1991
in the aforesaid Office in Mortgage Book 6677,  Page  1180;
(2) an Assignment Modification Agreement recorded on  February
12,   1992 in the aforesaid Office in Mortgage Book 6826, Page
736;  (3)   a Modification Agreement recorded on February 12,
1992  in  the   aforesaid Office in Mortgage Book 6826, Page
741; (4) a   Modification Agreement recorded August 7, 1992 in
the  aforesaid   Office in Mortgage Book 6942, Page  1038;
and  (5)  an  Assignment   and Assumption of Mortgage dated
September 30, 1994  and  recorded   in the aforesaid Office on
October 7, 1994 in Mortgage  Book  7492,   Page 1453, whereby
Fleet assigned all of its right,  title  and   interest in and
to the "Mortgage" (as hereinafter  defined)  to   Grantee
(said mortgage as amended, modified and  assigned,  the
"Mortgage").

        ALSO UNDER AND SUBJECT TO certain conditions and
restrictions of record to the extent such matters  continue
to   affect title to the above described premises.

        IT BEING HEREBY ACKNOWLEDGED that (i) this instrument
of   conveyance is intended to be, and is, an absolute
conveyance  of   Grantor's right, title and interest in and to
the  Premises  to   Grantee, its successors and assigns, and
that this  instrument  is   not intended to be, and is not, a
mortgage, trust  conveyance  or   security for any future
obligation; and (ii) the  Mortgage  shall   not be affected by
this conveyance and shall not be merged  with   the title
hereby granted, and the conveyance hereunder  shall  not
serve to inhibit or impair Grantee's right to conduct  a
judicial   or nonjudicial foreclosure sale pursuant to the
Mortgage   following the delivery of this instrument to
Grantee.

         TOGETHER with all and singular the buildings and
improvements, ways, streets, alleys, driveways,  waters,
water-   courses, rights, liberties, privileges, hereditaments
and   appurtenances, whatsoever unto the hereby granted
premises   belonging, or in any wise appertaining, and the
reversions  and   remainders, rents, issues, and profits
thereof; and all the   estate, right, title, interest,
property, claim and demand   whatsoever of it, the said
Grantor, as well at law as  in  equity,   of, in, and to the
same.

        TO HAVE AND TO HOLD the said lot or piece of  ground
above   described, with the messuage or tenement thereon
erected,   hereditaments and premises  hereby  granted, or
mentioned and   intended so to be, with  the  appurtenances,
unto the said  Grantee   its successors and assigns, to and
for  the only proper use  and   behoof of the said Grantee,
its  successors and assigns  forever.



        UNDER AND SUBJECT, as aforesaid.


        AND the said Grantor, for  itself,  its successors and
assigns, does covenant, promise  and  agree, to and with the
said   Grantee, its successors and assigns, by these presents,
that  it,   the said Grantor and its successors and assigns,
all and singular   the hereditaments and premises hereby
granted or  mentioned  and   intended so to be, with the
appurtenances, unto the said Grantee,   its successors and
assigns, against it, the said Grantor  and  its   successors
and assigns and against all and every person and   persons
whomsoever lawfully claiming or to claim the same  or  any
part thereof, by, from or under them or any of them,  shall
and   will, subject as aforesaid, WARRANT and forever DEFEND.


        IN WITNESS WHEREOF, the party of the first part
hereunto has   caused these presents to be duly executed by
its authorized   officers, with its corporate seal hereunto
affixed, the  day  and   year first above written.

           JENKINS COURT ASSOCIATES LIMITED PARTNERSHIP


                      By:  JENKINS COURT INVEST0RS, L.P.,
                            its General Partner


                           By: COURT INVESTORS CORPORATION,
                               its General Partner

                                       COMMONWEALTH OF
PENNSYLVANIA:                         : SS COUNTY OF
PHILADELPHIA

      On this, the  31st day of August, 1995, before me, a
Notary Public in and for the State and County aforesaid, the
undersigned officer, personally appeared Miles S. Katzen, who
acknowledged himself to be the President of COURT INVESTORS
CORPORATION, a Pennsylvania corporation, the general partner
of  JENKINS COURT INVESTORS L.P., a Delaware limited
partnership, the  general partner of JENKINS COURT ASSOCIATES
LIMITED PARTNERSHIP,  a Delaware limited partnership, and that
he as such President,  being authorized to do so, executed the
foregoing instrument for  the purposes therein contained by
signing the name of the  corporation by himself as President.
IN WITNESS

WHEREOF, I have hereunto set my hand and official  seal.

                 NOTARY PUBLIC
                 My commission expires:

                The address of the above named Grantee is:
                 Jenkins Court Pennsylvania, L.P.
                 c/o Oaktree Capital Management, LLC
                 550 South Hope Street, 22nd Floor
                 Los Angeles, California 90017
                 Attention:  Scott Chernobf
                 On behalf of the Grantee.