Unassociated Document


    EXHIBIT
10.24

     

    PROPERTY MANAGEMENT
AGREEMENT

    


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


    


    W I T N E S S E T
H

    


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

    


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

    


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

     

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

    


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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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


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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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


    


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

    


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

    


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


    


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

    


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


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    
      
        4. Indemnification;
Reimbursement.
Owner agrees:


      

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

    


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



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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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



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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


    7. Relationship of Parties; No
Minimum Time Requirements. 

    


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

    


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


     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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


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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    17. Guaranty. By
execution of a copy of this agreement below, and as a material inducement to
Agent to enter into and perform under this agreement, Lightstone Holdings, LLC
(“Guarantor”) hereby absolutely, unconditionally and irrevocably guarantees to
Agent, and to Agent’s successors and assigns, the full and timely performance,
payment and observation by Owner of all of Owner’s covenants, obligations,
representations and warrantees under and/or pursuant to this agreement.
Guarantor hereby waives notice of acceptance of the provisions of this paragraph
17, notice of default under this agreement or any other notices required under
this agreement, and all other notices to which Guarantor might otherwise be
entitled, whether by statute, rule of law or otherwise, and any demand for
payment or performance under the provisions of this paragraph 17. Guarantor’s
obligations under this agreement shall remain in full force and effect without
regard to, and shall not be impaired or affected by: (a) any amendment,
extension, renewal or modification of, or addition or supplement to, any of the
terms, conditions or provisions of this agreement; (b) any compromise, release,
consent, extension, indulgence or other action or inaction with respect to any
of the terms, conditions or provisions of this agreement; (c) any exercise,
non-exercise or delay in exercise by Agent of any right, power or remedy under
or in respect of this agreement, or any waiver of any such right, power or
remedy; (d) any bankruptcy, insolvency, reorganization, arrangement, adjustment,
composition, liquidation, or the like of Owner or any other guarantor, or the
discharge or release of Owner or any other guarantor in any such bankruptcy
proceeding; (e) any sale, lease or transfer of any or all of the assets, shares
of stock, partnership interests or other ownership interests of Owner or
Guarantor or (f) any other circumstance, whether or not Guarantor, Owner or
Agent shall have had actual or constructive notice or knowledge thereof. The
liability of Guarantor is coextensive with that of Owner and also joint and
several with Owner, and action or suit may be brought against Guarantor and
carried to final judgment and/or completion and recovery had, either with or
without making Owner a party thereto. Insofar as the payment by of any sums of
money to Agent is involved, the provisions of this paragraph 17 constitute a
guaranty of payment and not of collection. The provisions of this paragraph 17
shall survive the expiration or earlier termination of the term of this
agreement. 

    


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

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

              Name:
      David Lichtenstein

            
	 	
              Title:
      President

            


    

     

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

              Name:
      Robert S. Gettinger

            
	 	
              Title:
      President

            


    

     

    GUARANTOR:

     

    Lightstone
Holdings, LLC 

    
      	 	 	 	 
	 	 	 	 
	By:  
      /s/ David Lichtenstein	 	 	 
	
              
                
      

              Name: David
      Lichtenstein

            	 	 	
            
	
              Title: President