APARTMENT MANAGEMENT AGREEMENT

      THIS  AGREEMENT  is made as of November  7,  2003,  between
S.V.G.  PROPERTIES, L.P., ("Owner") whose address is  601  Poplar
Street,   Sharon   Hill,  Pennsylvania,  19079,  Spring   Village
Holdings,  Inc.  as  General Partner and  Property  Manager  (the
"General  Partner")  and  H. James Santoro,  Inc.,  a  Management
Consultant Corporation ("Management/Consultant") whose address is
215 West Main Street, Maple Shade, New Jersey, 08052

      WHEREAS,  Owner owns the Property commonly known as  Spring
Village  Apartments  located at 601 Poplar Street,  Sharon  Hill,
Pennsylvania, 19079.

WHERE  AS, Owner and Management/Consultant entered into a Housing
Management  Agreement  on  August  1,  1992  pursuant  to   which
Management/Consultant manages the Property.  Such  agreement  was
effectively terminated upon the refinancing of the Property using
proceeds  of  a  new first mortgage from New York Community  Bank
(NYCB).  Pursuant to the agreements with NYCB including the First
Mortgage  and  Security  Agreement, such  mortgage  shall  become
immediately  due  and payable at the option of NYCB  if  (i)  the
control,  management, or operation of the Property, or  any  part
thereof,  is transferred to any individual or entity  other  than
Spring Village Holdings, Inc., the Corporate General Partner,  or
(ii)  the control of Spring Village Holdings, Inc. is transferred
to  any  individual or other entity other than Bartram  Holdings,
Inc.,  or  (iii)  the  control of Bartram is transferred  to  any
individual or entity other than Harry J. Santoro.

      WHEREAS,  Harry  J.  Santoro is  the  President  and  Chief
Operating Officer of H. James Santoro, Inc.

     WHEREAS, Due to such facts, Spring Village Holdings, Inc. on
behalf    of    Owner    desires   to    continue    to    engage
Management/Consultant to manage, rent and operate  the  Property,
and  Management/Consultant desires to accept such engagement,  as
provided herein.

     WHEREAS,  Spring  Village  Holdings,  Inc.  is  the  General
Partner  and  Property manager and as such desires to subcontract
the management of the Property to Management/Consultant.

     NOW,  THEREFORE,  in consideration of the  mutual  covenants
herein,    Owner,    Spring   Village    Holdings,    Inc.    and
Management/Consultant agree as follows:

                            ARTICLE 1
                           DEFINITIONS

1.1  Definitions. This Article 1 contains definitions of  certain
terms used in this Agreements, as set forth below:

     A. Maximum Lease Term:             Twelve (12) Months

     B. Maximum Contract Amount:        $10,000.00

     C. Management Fee:             Five  percent
                                   (5%) of Gross Income

     D. Key Person:                Harry J. Santoro
                                   215 West Main Street
                                   Maple Shade, NJ   08052
                                   Office: (856) 667-0600

                            ARTICLE 2
               ENGAGEMENT OF MANAGEMENT/CONSULTANT

2.1 Engagement: Owner engages Management/Consultant to manage and
rent   the   Property  on  the  terms  in  this  Agreement,   and
Management/Consultant  agrees to perform  such  service  on  such
terms.

2.2  Status  of  Management/Consultant: Limitation on  Authority.
Management/Consultant  shall  act  under  this  Agreement  as  an
independent    contractor   and    not    as    Owner's    agent.
Management/Consultant  shall  not  have  the  right,   power   or
authority  to enter into agreements or incur liability on  behalf
of  Owner except as expressly set forth herein. Any action  taken
by Management/Consultant which is not expressly permitted by this
Agreement shall not bind Owner.

                            ARTICLE 3
                        DUTIES OF MANAGER

3.1  Standard of Performance. Management/Consultant will  perform
its  duties  in  a diligent, careful and professional  manner  to
maximize all potential revenues to Owner and to minimize expenses
and  losses  to  Owner. The services of the Management/Consultant
are  to  be  of a scope and quality not less than those generally
performed by first class, professional management/consultants  of
properties  similar  in  type and quality  to  the  Property  and
located   in   the  same  market  area  as  the   Property.   The
Management/Consultants will make available to the Owner the  full
benefit of the judgment, experience and advice of the members  of
the  Management/Consultant's organization.  Management/Consultant
will  at all time act in good faith, in a commercially reasonable
manner  and  in a fiduciary capacity with respect to  the  proper
protection  of  and  accounting  for  Owner's  assets,   provided
however,  that Management/Consultant may operate other  competing
projects.

3.2  Specific  Duties of Management/Consultant. Without  limiting
the  obligations of Management/Consultant under other  provisions
of  this Agreement, Management/Consultant will have the following
specific duties:

      A.  Orientation. Management/Consultant acknowledges receipt
of  certain  books  and  records for the Property,  the  personal
property  on  the  Property  belonging  to  the  Owner,  and  the
originals or copies of the Property Documents. Within thirty (30)
days  after the date of the Agreement, Management/Consultant will
furnish  Owner a complete list of all books, records and personal
property  regarding the Property and any Property Documents  then
known to Management/Consultant.

       B.   Collection   of   Monies;  Enforcement   of   Rights.
Management/Consultant will collect all rent  and  other  payments
due  from  tenants in the Property and any other sums  due  Owner
regarding the Property. To the extent tenant leases affecting the
Property so require, Management/Consultant shall timely  make  or
verify any calculations that are required to determine the amount
of rent due from tenants. Management/Consultant will promptly and
diligently  enforce  Owner's  rights  under  any  tenant   leases
affecting  the Property, including without limitation taking  the
following  actions where appropriate: (i) terminating  tenancies,
(ii) signing and serving such notices as are deemed necessary  by
Management/Consultant, (iii) instituting and prosecuting actions,
and  evicting tenants, and (iv) recovering rents and  other  sums
due  by  legal  proceedings.  The  legal  expenses  incurred   by
Management/Consultant  in  connection  with  the  enforcement  by
Management/Consultant of Owner's rights under such tenant  leases
shall be paid by Owner to Management/Consultant.

      C.  Leasing. Management/Consultant will lease to  desirable
tenants the units in the Property that from time to time  may  be
vacant  upon  terms  and  conditions satisfactory  to  Owner  and
pursuant   to   Owner's  written  leasing  guidelines   if   any.
Management/Consultant is hereby authorized  to  execute,  deliver
and  renew leases on behalf of Owner pursuant to Owner's  written
leasing   guidelines.  Without  Owner's  prior  written  consent,
Management/Consultant will not enter into any lease  for  a  term
exceeding the Maximum Lease Term set forth in Article 1.

      D.  Property Documents. Unless notified otherwise by Owner,
Management/Consultant will pay all sums from Owner's Account from
time  to  time  due  from  the Owner of the  Property  under  and
otherwise  comply with the obligations of such  Owner  under  any
mortgages,   deeds  of  trust,  leases,  easements,  restriction,
service contracts and other agreements now or hereafter affecting
the   Property   (the   "Property   Documents")   under   written
instructions from Owner.

      E.  Maintenance.  Management/Consultant will  maintain  and
repair the Property as required by the Property Documents and  in
accordance  with  standards acceptable to Owner, which  standards
may  be  conditioned  upon  submission of  such  maintenance  and
repairs  to  a  competitive bidding process  at  Owners  expense,
except to the extent the same has been provided in the Budget (as
described  in  Section  4.3) and except as to  emergency  repairs
undertaken  pursuant  to Section 4.5B. In addition  to  complying
with  such  other  instructions that Owner may hereafter  provide
concerning Management/Consultant's duties to maintain and  repair
the  Property,  Management/Consultant  shall  (i)  supervise  its
employees  and  any  third parties engaged to provide  upkeep  or
repairs  to  the  Property, (ii) require that all contracts  with
third  parties  providing labor, services or  materials  for  the
maintenance  or repair of the Property, and all subcontracts  for
such  items,  contain provisions protecting Owner, in  accordance
with  local  procedures, against mechanics' and materialmen's  or
similar  liens  against the Property, and requiring  ten  percent
(10%) retainage under major construction/rehabilitation contracts
until  at  least thirty (30) days after completion of  the  work,
(iii) inspect all work performed in connection with the upkeep or
repair of the Property, and (iv) review all invoices and/or  draw
requests  submitted in connection with any such work  and  submit
the  same to Owner for its approval in time to take advantage  of
any discounts available for prompt payment.

      F.  Services. Management/Consultant will make  arrangements
for all utilities,- services, equipment and supplies necessary or
desirable   for   the  management,  operation,  maintenance   and
servicing  of the Property. All utilities contracts shall  be  in
the name of Owner, with all notices to be addressed to Owner,  in
care   of   Management/Consultant,   at   Management/Consultant's
address.

      G. Taxes. Management/Consultant will promptly send to Owner
upon  receipt all notices regarding taxes and recommend from time
to time the advisability of contesting either the validity or the
amount of the taxes on the Property. Management/Consultant  shall
pay such taxes for Owner with Owner's funds.

       H.  Maintenance  of  Insurance.  If  requested  by  Owner,
Management/Consultant  will  obtain  and  maintain  (i)  property
insurance against "All Risk" of direct physical loss or damage to
the  Property in the amount of the full replacement value of  the
Property  as  determined  by  Owner; (ii)  comprehensive  general
liability  insurance (on an occurrence basis) as to the  Property
in  an  amount  of at least One Million Dollars ($1,000,000)  per
occurrence.  Such  insurance shall be placed with  a  company  or
companies  acceptable to Owner, shall be in  form  and  substance
satisfactory   to  Owner,  and  shall  include  the   Owner   and
Management/Consultant as a named insured. The copies thereof (and
all renewals) shall be delivered to Owner.

      I.  Compliance With Laws. Management/Consultant  will  take
such  action as may be necessary to comply with any and all  laws
applicable to the Property and Management/Consultant's  employees
and  with all orders regarding the Property of the Board of  Fire
Underwriters or other similar bodies.

      J. Employees. Management/Consultant will investigate, hire,
train,  pay  at  Owner's  expense, supervise  and  discharge  the
personnel   necessary  to  maintain  and  operate  the   Property
including,  without limitation, an on-site property  manager.  If
such  personnel  are agents or employees of Management/Consultant
or a designated subcontractor, then Management/Consultant has the
right  to  be reimbursed hereunder. Owner shall have no right  to
supervise     or    direct    such    agents    or     employees.
Management/Consultant will also maintain during the  entire  term
of   this  Agreement  worker's  compensation  insurance  on   all
employees to the extent required by applicable law and automobile
liability  insurance with bodily injury limits of not  less  than
One  Hundred  Thousand Dollars ($100,000) per  person  and  Three
Hundred  Thousand Dollars ($300,000) per occurrence and  property
damage  limits  of  not  less than One Hundred  Thousand  Dollars
($100,000)  per  occurrence. The cost of the  insurance  required
under   this   Section  3.2J  shall  be  an   operating   expense
reimbursable   to   Management/Consultant.  Management/Consultant
assumes  all  responsibility  for  timely  compliance  with   all
applicable  laws  regarding  such  employees,  including  by  not
limited  to, FLSA, OSHA, Federal withholding tax laws, FICA,  and
Federal and State unemployment insurance laws.

     K. Notices. Management/Consultant will promptly notify Owner
of  any  of  the  following in any way relating to the  Property:
notice  of  any claim of violation of any governmental  or  legal
requirements, any notice of any claim of liability,  any  summons
or  other  legal  process, any material  damage,  any  actual  or
alleged  personal  injury  or  property  damage,  and  any  other
material  information. Management/Consultant will fully cooperate
with  Owner in all legal and arbitration proceedings relating  to
the Property.

      L.  Advertising. Management/Consultant will advertise space
in  the Property through the use of renting signs, newspaper ads,
and  other  forms  of  appropriate advertising.  All  advertising
expenses  will be an operating expense of the Property under  the
Budget.

      M.  New  Tenants.  Management/Consultant will  prepare  the
Property  (or portions thereof for occupancy by new  tenants  and
will  coordinate  the  plans of such  tenants  for  moving  their
personal  effects into the Property or out of the  same,  with  a
primary  view toward scheduling such movements so as to  minimize
lost rental income.

      N.  Other  Services.  Management/Consultant  will,  without
additional charge, perform any other services normally  performed
in  managing  properties similar to the Property  or  as  may  be
reasonably  requested  by  Owner,  whether  or  not  specifically
enumerated  herein,  specifically including, without  limitation,
the performance of any services normally provided in the locality
of the Property to tenants of like properties.

3.3  (A)  Contracts. Management/Consultant will  not  execute  or
otherwise  enter  into  or  bind Owner  as  to  any  contract  or
agreement  without receiving the prior written consent of  Owner,
provided,  however,  that Management/Consultant  may  enter  into
contracts  on  behalf of O wrier in the ordinary  course  of  the
management  of  the  Property  for the  acquisition  of  utility,
maintenance and other services and for the furnishing of services
to  tenants  of the Property if the expense to be incurred  under
any such contract is set forth in the most recent Budget approved
by  Owner and, whether payable in installments or a lump sum,  is
not    in    excess    of    the   Maximum    Contract    Amount.
Management/Consultant  must  follow  the  below  listed  Contract
Guidelines   before  entering  into  any  contract,  except   for
utilities  and  other  services for which only  one  supplier  is
available.  All utility contracts will be in the name  of  Owner.
Management/Consultant shall not hold itself  out  as  having  the
authority to approve any contract or agreement without the  prior
approval of Owner except as provided above.

3.4  Use  of Property. Management/Consultant will not permit  the
use of the Property for any purpose which might impair any policy
of  insurance  on  the Property or which might  render  any  loss
insured  thereunder uncollectible or which would be in  violation
of  any  applicable law. Management/Consultant will  operate  and
maintain   the  Property  according  to  the  highest   standards
achievable     consistent     with     Owner's     authorization.
Management/Consultant  will  use  its  best  efforts  to   secure
compliance by tenants with their respective leases.

3.5  Management Account. Management/Consultant will  deposit  all
funds collected relating to the Property in the operating account
of  S.V.G.  Properties,  L.P.    Management/Consultant  will  not
commingle any funds collected relating to the Property  with  any
other funds. All sums collected by Management/Consultant relating
to  the Property and all sums placed in the Account will be  held
in trust for Owner. Management/Consultant may draw on the Account
only  to  pay  the  following matters in the following  order  of
priority: li) first, operating expenses permitted by Sections 5.1
and  4.2,  (ii) second, the Management Fee described  in  Section
5.1, and (iii) finally, all the amounts payable to Owner.

3.6  Security  Deposits.  All  security  deposits  collected   by
Management/Consultant shall be handled in accordance with PA laws
governing  same.  Management/Consultant shall  maintain  accurate
records  of all security deposits, including the amount  of  each
security  deposit, the party from whom each security  deposit  is
collected,  and  the  date(s)  upon  which  Management/Consultant
collected each security deposit. Management/Consultant shall keep
an accurate record of all refunds.

3.7  Indemnity. Management/Consultant indemnifies and  agrees  to
hold  harmless  Owner and its directors, officers,  shareholders,
employees,  agents,  partners,  and  representatives  and   their
respective  successors, heirs, legal representatives and  assigns
(collectively, the "Owner Indemnitees", which term shall  not  be
construed  to include Management/Consultant) against any  claims,
losses,  and  expenses (including but not limited  to  attorneys'
fees  and expenses) which may be made against or incurred by  any
one  or  more  of the Owner Indemnitees arising out  of  (i)  any
failure  by  any  one  or  more  of  Management/Consultants,  its
directors,   officers,   shareholders,  employees,   agents   and
representatives    (collectively    the    "Management/Consultant
Indemnitees") or any of Management/Consultant's subcontractors to
perform  promptly  any  obligation under this  Agreement  or  any
Property Documents, provided such failure is not caused by events
beyond  the  reasonable control of Management/Consultant,  or  by
Owner's failure after written request of Management/Consultant to
furnished  any  funds  necessary in  addition  to  those  in  the
Management Account and those available from collections from  the
Property   to   enable  Management/Consultant  to  perform   such
obligation;   (ii)  any  acts  of  any  one  or   more   of   the
Management/Consultant      Indemnitees      or       any       of
Management/Consultant's  subcontractors  beyond  the   scope   of
Management/Consultant's  authority; and  (iii)  any  malfeasance,
nonfeasance    or    gross   negligence    of    any    of    the
Management/Consultant      Indemnities      or       any       of
Management/Consultant's  subcontractors.  Owner  indemnifies  and
agrees  to  hold  harmless the Management/Consultant  Indemnitees
against  any  claims,  losses, and expenses  (including  but  not
limited  to  attorneys'  fees and expenses)  which  may  be  made
against  or  incurred  by  any one or  more  of  the  Management/
Consultant Indemnitees arising out of (i) any failure by  any  of
the  Owner  Indemnitees to perform promptly any obligation  under
this  Agreement,  provided such failure is not caused  by  events
beyond the reasonable control of the Owner Indemnitees; and  (ii)
any  malfeasance, nonfeasance or negligence of any of  the  Owner
Indemnitees.   The  foregoing  indemnities  shall   survive   any
expiration or termination of this Agreement as to any such claims
arising before expiration or termination of this Agreement.

                            ARTICLE 4
                  ACCOUNTING, RECORDS, REPORTS

4.1 Records. Management/Consultant shall maintain a comprehensive
system  of  office  records, books and accounts,  correspondence,
contracts  and documents which shall belong to Owner.  Owner  and
others designated by Owner shall at all times have access to such
records, books, accounts, correspondence, contracts and documents
and  to all vouchers, files and all other material pertaining  to
the    Property    and    this   Agreement,    all    of    which
Management/Consultant agrees to keep safe, available and separate
from  any records not having to do with the Property. Owner shall
have  the right to conduct a review and/or audit of such records,
books,  accounts, correspondence, contracts and documents at  its
own  expense,  and Management/Consultant agrees  that  Owner  and
Owner's  auditors  will  have full and  complete  access  to  and
cooperation  from  Management/Consultant's  officers,  staff  and
other employees in connection with any such review and/or audit.

4.2  Monthly  Reports. On or before the thirtieth (30th)  day  of
each   calendar   month  during  the  term  of  this   Agreement,
Management/Consultant  shall  deliver  to  Owner  the  statements
pertaining  to  the  Property,  prepared  on  an  accrual  basis.
Management/Consultant shall also include with the foregoing, upon
Owner's  request, copies of paid invoices indicating  date  paid,
amount  paid and check number, a list of unpaid bills and accrued
expenses, and a payroll list showing the occupation of and  wages
paid  to  all  employees hired by Management/Consultant  for  the
purpose of performing its duties under this Agreement.

4.3  Budgets.  Within ninety (90) days after  the  date  of  this
Agreement  and on or before November 30 of each year  during  the
term  of  this Agreement, Management/Consultant shall deliver  to
Owner  an itemized statement ("Budget") of the estimated receipts
and disbursements for the remainder of the current calendar year,
and  the  next  calendar  year.  Each  Budget  shall  break  down
estimated  receipts and disbursements on a month-by-month  basis.
Owner  will approve or disapprove each Budget within a reasonable
time  after  the receipt of same, and Management/Consultant  will
make any changes in the Budget requested by Owner.

4.4  Payment of Expenses. Notwithstanding any contrary  provision
of  this  Agreement, Management/Consultant shall be obligated  to
make payments required under this Agreement only to the extent of
funds   derived   from  the  Property  or  provided   by   Owner.
Management/Consultant  shall give  Owner  prompt  notice  of  any
expenses for the payment of which Management/Consultant does  not
have  sufficient  funds from collections and the  Trust  Account.
Spring   Village   Holdings,  Inc.   shall   pay   or   reimburse
Management/Consultant  for  all  expenses  properly  incurred  by
Management/Consultant under this Agreement and approved by  Owner
to  the  extent  Owner's approval is required by  this  Agreement
except expenses for:

     A.   Office equipment and supplies other than used exclusively
       for the Property;

     B.   Any overhead expense of Management/Consultant incurred in
       its general offices other than $1,000.00 per month which shall be
       allowed for general partnership administration and any services
       provided to the General Partner;

     C.   Expenses for bookkeeping, reporting, and electronic data
       processing services;

     D.    Compensation of executive and supervisory personnel of
       Management/ Consultant;

     E.    Compensation and expenses applicable to time spent  on
       matters other than the Property; and

     F.    Compensation  of  any personnel other  than  personnel
       permanently located at, and fully dedicated to the Property.



4.5 Expenditure Authorization.

      A.  General  Prohibition. Approval of a  budget  shall  not
constitute authorization for Management/Consultant to expend  any
money except as set forth herein.

      B. Expenses Per Budget. To the extent set forth in the most
recent  budget approved by Owner, and without further consent  of
Owner, Management/Consultant will (i) pay all utilities and other
expenses incurred in the ordinary course of managing the Property
and (ii) supervise and purchase, or arrange for the purchase,  in
an   economical  manner,  all  of  the  inventories,  provisions,
supplies  and  operation equipment that in the normal  course  of
business  are  necessary and proper to maintain and  operate  the
Property.  Owner shall be credited with the full  amount  of  any
discount  or  commission  obtained  by  Management/Consultant  in
connection with any such purchase.

      C.  Major  Budget Categories. Major Budget  Categories  are
listed as follows: See attached sample

      D. Emergencies. Notwithstanding the foregoing, if emergency
action  is necessary to prevent damage to the Property or  danger
to  persons, Management/Consultant may incur such expenses as are
reasonably necessary without the prior written approval of  Owner
to protect the Property or persons. Any such expenditure shall be
incurred  only in concert with prompt telephonic notification  by
Management/Consultant to Owner.

                            ARTICLE 5
                          COMPENSATION

5.1     Compensation    for    Services.    Owner    will     pay
Management/Consultant as compensation for its services  hereunder
the  amount (the "Management Fee") indicated in Article 1 hereof.
The  term  "Gross Rental Income" as used in this Agreement  means
gross  income billed by Owner or by Management/Consultant related
to  the  Property in any month, but excluding (i) capital  gains,
(ii)  payments  in the nature of indemnification or  compensation
for  loss,  damage  or liability sustained,  (iii)  all  purchase
discounts, (iv) any expense reimbursement from tenants,  (v)  any
sums which, under normal accounting practice, are attributable to
capital, and (vi) all other receipts of whatever kind and nature.
Such  Management Fee is intended to compensate the  manager  for:
(i)  its general and overhead expense, (ii) all compensation  and
expenses of personnel employed by Management/Consultant which are
not  reimbursable  as expense under Section 4.4,  and  (iii)  all
other  expenses incurred by Management/Consultant which  are  not
reimbursable under Section 4.4. Management/Consultant will not be
entitled to any leasing commissions.

5.2  Payment of Management/Consultant's Compensation. The  amount
of  compensation due to Management/Consultant each month shall be
reflected  in  the monthly reports required to  be  submitted  to
Owner  under  --Section 4.2. Any amount which Owner  may  dispute
shall  not be payable until the dispute has been resolved.  Owner
may from time to time require an audit of Management/Consultant's
computation of the Management Fee, and the parties shall promptly
make adjustment for any variances shown by the audit. The cost of
such audit shall be borne by Owner.
                            ARTICLE 6
                              TERM

6.1  Term. This Agreement shall commence on January 1,  2004  and
shall  have  an  initial term of seven (7)  years  unless  sooner
terminated  for  cause,  as  set  forth  in  Article  6.4  below.
Thereafter,  it  shall continue on a month-to-month  basis  until
terminated according to Article 6.3 or Article 6.4 below.

6.2   Sale   of  Property.  This  Agreement  shall  automatically
terminate  upon the consummation of any sale or other disposition
of the Property by Owner.

6.3  Termination Without Cause. The General Partner may terminate
this  Agreement  upon thirty (30) days prior  written  notice  to
Management/Consultant  if  any  governmental  entity  which   has
control  or  supervision  of  General  Partner  mandates  through
statute, act, amend or regulatory publication, that all contracts
must  be  terminated, repudiated, altered or amended.  Otherwise,
General  Partner  or  Management/Consultant  may  terminate  this
agreement  without  cause by giving at least  ninety-  (90)  days
written  notice  to  the  other party.  Provided,  however,  this
agreement  may not be terminated until Management/Consultant  and
Harry  J.  Santoro  have  no remaining  obligation  or  liability
related  to  the  agreement  with New York  Community  Bank,  all
amounts  due and owing to the Management /Consultant or  Harry  J
Santoro  have been paid, and any ownership interest of  Harry  J.
Santoro  or  H. James Santoro, Inc. shall have been purchased  at
fair  market  value  as provided for in the  limited  partnership
agreement.

6.4  Termination  For Cause.  The General Partner  may  terminate
this  Agreement at any time, effective in thirty (30)  days  upon
written     notice     to    Management/Consultant     if     (i)
Management/Consultant  defaults in  its  obligations  under  this
Agreement; and the default is not cured within thirty  (30)  days
after  receipt by Management/Consultant of written notice thereof
setting  forth  the  default;  (ii)  a  petition  for  relief  in
bankruptcy  or  reorganization or  arrangement  is  filed  by  or
against    Management/Consultant    or    any    affiliate     of
Management/Consultant;  (iii) there is a significant  decline  in
tenant  occupancy of or collections from the Property  which  has
occurred   as   a  result  of  inadequate  performance   by   the
Management/Consultant;  or (iv) Management/Consultant  causes  or
suffers  to  be caused waste to the Property. Provided,  however,
this  agreement may not be terminated until Management/Consultant
and  Harry  J. Santoro have no remaining obligation or  liability
related  to  the  agreement  with New York  Community  Bank,  all
amounts  due and owing to the Management /Consultant or  Harry  J
Santoro  have been paid, and any ownership interest of  Harry  J.
Santoro  or  H. James Santoro, Inc. shall have been purchased  at
fair  market  value  as provided for in the  limited  partnership
agreement.   Management/Consultant may terminate this  Agreement,
effective immediately upon notice to Owner, if Owner defaults  in
its obligations under this Agreement and the default is not cured
within  thirty (30) days after receipt by Owner of written notice
thereof  setting forth the default, or upon an amendment of  this
Agreement made pursuant to the second sentence of Section 8.6.

6.5  Effect  of  Termination. The termination of  this  Agreement
shall  not  affect  any right, obligation or liability  that  has
accrued  under this Agreement on or before the effective date  of
such  termination.  Upon termination of this  Agreement  for  any
reason, Management/Consultant will cooperate with General Partner
in  an effort to achieve an efficient transition and will, before
receiving  final payment of any fees, deliver to General  Partner
or  to  such person or persons as General Partner may direct  all
Property  Documents,  books, records and  accounts,  rent  rolls,
insurance  policies,  files and other materials  related  to  the
Property, including without limitation any bank account signature
cards  or  other documentation required to transfer sole  control
over  the  Management Account to General Partner or its designee.
Within fifteen (15) days after the termination of this Agreement,
Management/ Consultant will deliver a final accounting  to  Owner
reflecting all income and expenses of the Property as of the date
of termination.

                            ARTICLE 7
            REPRESENTATIONS AND WARRANTIES OF MANAGER

To    induce    Owner    to    enter   into    this    Agreement,
Management/Consultant  makes  the following  representations  and
warranties, which shall survive the execution and termination  of
this Agreement:

7.1  Organization.  Management/Consultant is  duly  organized  to
properly manage the Property.

7.2  Manner  of Performance. Management/Consultant has sufficient
staff  and  other  resources to carry out its duties  under  this
Agreement  in  a prompt, efficient and diligent manner.  The  Key
Person designated in Article 1 hereof shall be the primary person
responsible  for  performing the duties of  Management/Consultant
hereunder during the term hereof.

7.3  Authorization.  The execution, delivery and  performance  of
this  Agreement has been duly authorized by all necessary  action
on the part of Management/Consultant.

7.4  Validity.  This  Agreement constitutes a  legal,  valid  and
binding   agreement  of  the  Management/Consultant   enforceable
against Management/Consultant in accordance with its terms except
as  limited  by bankruptcy, insolvency, receivership and  similar
laws of general application.

7.5  Conflicts  of  Interest. Except as previously  disclosed  in
writing  to Owner, Management/Consultant has no real or  apparent
conflict of interest pertaining to this Agreement.

                            ARTICLE 8
                          MISCELLANEOUS

8.1 Owner's Rights. Nothing in this Agreement shall be deemed  to
limit  Owner's right to do anything regarding the Property  which
an  Owner  of  the  Property would otherwise be entitled  to  do,
including  but  not  limited  to the  right  to  enter  upon  the
Property,  to  inspect  the Property, to perform  any  repair  or
maintenance   thereof,   and   to   do   anything   required   of
Management/Consultant hereunder if Management/Consultant fails to
do so in a timely manner.

8.2 No Personal Liability. Management/Consultant will look solely
to  Owner's interest in the Property for recovery of any judgment
against  Owner  relating  to  this  Agreement,  and  Owner,   its
employees,  officers, directors, shareholders, agents,  partners,
and  representatives shall not be personally liable for  anything
related  to  this Agreement. This Section 8.2 shall  survive  the
expiration or termination of this Agreement.

8.3  Nature  of  Relationship.  Management/Consultant  shall   be
responsible  for  all of its employees, the  supervision  of  all
persons  performing  services regarding  the  Property,  and  for
determining the manner of performance of all services  for  which
Management/Consultant is responsible hereunder.

8.4  No Third Party Beneficiaries. No provision of this Agreement
shall inure to the benefit of any third party.

8.5   Notices.  Except  as  provided  in  Section  4.5D   as   to
emergencies,  all  notices and communications required  hereunder
shall be in writing and shall be personally delivered or sent  by
registered or certified mail, return receipt requested, addressed
to  the applicable party at the address set forth for such  party
on  page 1 of this Agreement, or to such address as either  party
may  from  time  to time specify by notice to the other.  Notices
shall be effective on the date of delivery or, if delivery is not
accepted, on the earlier of the date that delivery is refused  or
three (3) days after the date the notice is mailed.

8.6  Amendments.  This  Agreement may not be  amended  except  by
further  agreement in writing executed by each party to be  bound
thereby.

8.7  Exhibits. All exhibits to this Agreement are intended to  be
attached  to this Agreement and, whether or not so attached,  are
incorporated  herein by reference as if set forth  in  full.  Any
addenda  attached  to this Agreement are incorporated  herein  by
reference.

8.8  Laws.  The term "laws" as used in this Agreement  means  all
applicable constitutional provisions, statutes, ordinances, codes
and  rules  and  regulations  of  any  governmental  body  having
jurisdiction over the Property of the parties to this Agreement.

8.9  No  Implied  Waivers.  No  failure  or  delay  by  Owner  in
exercising any right or remedy under this Agreement and no course
of  dealing between Owner and Management/Consultant shall operate
as  a waiver of any such right or remedy nor shall any single  or
partial  exercise  of  any right or remedy by  Owner  under  this
Agreement preclude any other or further exercise of such right or
remedy. The rights and remedies available to Owner are cumulative
and  not  exclusive of any other rights and remedies provided  by
law or equity.

8.10  Severability.  Whenever possible  each  provision  of  this
Agreement  shall be interpreted in such manner as to be effective
and valid under all applicable laws. However, if any provision of
this   Agreement  is  invalid  under  any  applicable  law,  such
provision  shall  be  ineffective only  to  the  extent  of  such
invalidity without invalidating the remaining provisions of  this
Agreement.

8.11  Governing  Law. This Agreement shall  be  governed  by  and
construed in accordance with the laws of the State of New  Jersey
and  the laws of the United States applicable to transactions  in
New Jersey.

8.12  Benefit  and  Assignment.  Subject  to  Section  6.2,  this
Agreement  shall  be  binding upon Owner,  General  Partner,  and
Management/Consultant and their respective successors and assigns
and  shall  inure  to  the benefit of Owner, its  successors  and
assigns. Management/Consultant may not assign or transfer any  of
its  rights or obligations under this Agreement without the prior
written consent of Owner, which may be withheld without cause  in
Owner's sole discretion.

8.13  Headings. The captions and headings in this  Agreement  are
for convenience only and shall not affect the construction of any
provision of this Agreement.

8.14  Counterparts. This Agreement may be executed in any  number
of  counterparts  and each shall be considered  an  original  and
collectively shall constitute one Agreement, but in making  proof
of  this  Agreement,  it  shall not be necessary  to  produce  or
account for more than one such counterpart.

8.15  Entire  Agreement. This Agreement  sets  forth  the  entire
Agreement  and  understanding between the parties  regarding  the
subject  matter  of  this  Agreement  and  supersedes  all  prior
agreements and understandings.

8.16  Workman's Compensation. Owner shall be responsible for  all
charges  for Workman's Compensation insurance and any retroactive
increases in the premium made by the insurance carrier after  the
termination of this Agreement.




EXECUTED as of the date first entered above.


OWNER
GENERAL PARTNER
S.V.G.  PROPERTIES, L.P.                 Spring  Village Holdings, Inc.

By: ______________________               By:__________________________
Harry J. Santoro                           Harry J. Santoro
President of General Partner               President


MANAGEMENT/CONSULTANT
H. James Santoro, Inc.
By:  _____________________________
Harry J. Santoro
President