Management Agreement

Agreement made this Second day of June 2016 between Cornerstone Management Systems, Inc. a New York Corporation (the "Agent") and 52 Warren Street Owners Inc. and its subsidiaries (the "Owner) hereby agree to the following terms and conditions outlined in the Management Agreement (this "Agreement"):

I. APPOINTMENT AND ACCEPTANCE

The owner appoints the agent to be its sole and exclusive managing agent for the building located at 52 Warren Street New York, N.Y. 10007 (the "Building"). The Agent accepts the appointment and agrees to furnish its services for management of the Building, subject to and in accordance with the terms of this Agreement.

II. AGENTS OBLIGATIONS

A: OPERATIONS

Personnel: The Agent, for the account of the Owner, agrees to cause to be hired, discharged, supervised and paid employees and other personnel required to operate and maintain the Building. All employees and other personnel shall be considered to be employees of the Owner and not the Agent. The Agent shall use its reasonable best efforts to cause qualified employees and personnel to be hired; however, the Agent shall not be responsible for their acts, omissions, errors, defaults or negligence.

Maintenance and Repairs: The Agent agrees to cause to be made, through employees of the Owner, contracted services, or otherwise, all ordinary repairs and replacements which Agent deems reasonably necessary to preserve the building in its present condition and for the operating efficiency of the Building.

Contracts: In performing its duties hereunder, the Agent is authorized to negotiate and enter into, in either the Owner's name or the Agent's name, as the Agent may elect, various contracts for elevator maintenance, water treatment, window cleaning, ash and rubbish removal, heating system maintenance, air conditioning maintenance, fuel (oil or gas), coal, security, pest control and other services and supplies which the agent deems necessary or prudent for the maintenance or operation of the Building. All discounts and rebates related to purchases will be credited to the Owner. 4. Owner's Consent to Repairs and Contracts/Emergency Repairs: Not withstanding any other provision contained herein to the contrary, repairs, services and purchases and contracts for repairs, services and purchases costing more than $1,000.00 per occurrence must be approved in advance by the Owner except that, if the Agent believes emergency repairs are needed (i.e. those immediately necessary for the preservation of the safety of the Building or the Building's occupants or to avoid the suspension of any essential service to the Building or to avoid danger to life or property, or to comply with federal, state or local laws), the Agent shall be entitled to arrange for the emergency repair irrespective of cost without prior consent of the Owner.

B: BUILDING SERVICES

Payment of Bills: The Agent agrees to review all bills received by the Agent including, but not limited to, bills for taxes, mortgage payments, services, supplies and ground rent and, if the billing is believed to be correct, pay such bills or cause such bills to be paid out of the funds in the owners account.

Collecting Rent and Charges: The Agent agrees to bill and collect or cause to be billed and collected all maintenance charges, rents and other fees from all tenants, subtenants, tenant-shareholders, commercial and professional tenants, and concessionaires of the Owner. If the Owner establishes a general schedule of rents fees and other charges chargeable with respect to the Building and notifies the Agent of such schedule, the Agent will observe such schedule.

Monthly Financial Statements: The Agent agrees to provide the Owner with a monthly financial summary showing disbursements and collections with respect to the operation of the Building for the previous month. Such summary shall include a monthly collection report, cash flow statement, and disbursement register.

Tax Records: Upon thirty (30) days' prior request from Owner, the Agent agrees to provide the Owner's accountant with all records in the Agent's possession which the Owner's accountant requires to prepare and file on the Owner's behalf all federal, state, local and other required tax returns, and assist the accountant in its annual audit of the books of account.

Insurance: If requested by Owner, the Agent agrees to assist the Owner in hiring an insurance agent acceptable to Owner, but the Agent shall not in any way be responsible for the failure to obtain any specific coverage or for the failure to obtain adequate coverage or for any errors or omissions in any insurance policy. The Agent shall file all insurance claims with the insurance agent.

Security Deposits: The agent agrees to collect, deposit and disburse security deposits in accordance with the terms of each lease or security agreement. To the extent any such security deposits earn interest, the Agent shall arrange for such interest to be paid to tenants but, as is permitted by law, the Agent may retain for itself such portion of the interest earned comprising the fee to the Agent in compensation for administering these funds. The Agent shall comply, with all applicable state or local laws concerning the responsibility for security deposits and interest, if any.

Payroll Forms: The Agent shall be responsible for arranging for the preparation and filing of all payroll and payroll related forms including unemployment insurance, withholding, social security taxes and all other taxes. In performing its duties hereunder, the Agent is authorized to contract with an outside firm to prepare and file all or any such forms, cost of such service is to be borne by the Owner. If requested by such outside firm, the Agent shall consult with such firm to the extent Agent may have any such information or documentation necessary or useful to the preparation and filing of such forms, however, Agent shall not be responsible for the failure of such firms to file any particular forms on a timely basis, or for the accuracy of the information contained in any particular filing.

Operating Budget: The Agent agrees to prepare an operating budget and, if required to, to consult with the Owner's accountants in the preparation of and submission to the Owner of an annual operating budget outlining projected income and expenses for the following fiscal year.

Tax Proceedings: Should the Owner consider any assessment of the land on which the building is located or forms a part of, and/or the assessment of the Building excessive, the Agent will, if requested by Owner, cooperate with the Owner's attorneys in the preparation of an application for correction of the assessed valuation to be filed with the Tax Commission of the City of New York and, if the Owner shall not have any regular attorneys, retain special counsel to prepare such application (with the Agent's cooperation) and to institute tax certiorari proceedings.

Credit Checks: If requested by Owner, the Agent shall arrange for a credit check to be completed with respect to each new tenant, subtenant and tenant-shareholder. On behalf of the Owner, the Agent will collect a fee of Three Hundred Fifty Dollars ($350.00) from each applicant to be paid upon submission of the request that the agent perform the forgoing service.

C. ADMINISTRATION

The Agent also agrees to perform the following services:

Meetings: If requested by the Owner, the Agent shall annually attend up to twelve (12) meetings of the Board of Directors including the Annual Shareholders' Meeting. Every effort shall be made to begin the meetings no later than 7:00 p.m. and adjourn them by 9:00 p.m. They shall be held at the Building or at another location acceptable to both the Owner and Agent.

Notices: The Agent shall prepare and send out notices of the Board of Directors' and Annual Shareholders' meetings and other letters, notices or reports requested by the Owner.

Corporate Records: If requested by the Owner, the Agent will maintain the books of account (other than books of account to be maintained by the Owner's accountants), check books and minute books.

Tax Records to Tenant-Shareholders: The Agent will distribute to each tenant-shareholder the annual statements of the Owner's accountant advising the Shareholders of the deductions that are available for income tax purposes and other relevant tax data.

Record Maintenance Procedures: The Agent agrees to establish and maintain in good order reports, records and books for the Owner consistent with the normal records and books that are kept by the Agent for its other owners (other than books of account to be maintained by the Owner's accountants), and maintain files containing maintenance/rent records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers and all other documents and papers pertaining to the Building or their operation.

Availability of Records: Subject to any contrary requirement contained in the bylaws, at mutually convenient times, the Agent will make available to the Owner, all tenant-shareholders and the Owner's officers, accountants, attorneys or other representatives, all documents and records held by the Agent pursuant to this Agreement. The Owner will promptly make available to the Agent any and all documents and records pertinent to the Building or which the Agent considers useful in the performance of its duties hereunder.

Communication Between Owner and Occupants: The Agent shall communicate to the occupants of the Building, and supervise the implementation of all of the Owner's policies with respect to the Building.

Leases: The Agent agrees to assist the Owner in the preparation of a lease and sublease form for the Building. All leases shall be signed by the Owner and not the Agent.

Enforcement of Leases: In performance of its services hereunder, the Agent is authorized as it deems necessary or advisable and to the extent permitted by law, to institute, in the Owner's name all legal actions and proceedings for the enforcement of any lease term, for the collection of maintenance, rent or other income from the Building or for the evicting or dispossessing of tenants or other persons from the building. The Agent is authorized to sign and serve such notices as the Agent deems necessary for lease enforcement, including the collection of rent or other income. The Agent is authorized, when expedient, to settle compromise, and release such legal actions or suits or reinstate such tenancies. All financial settlements in excess of $10,000.00 shall require the prior approval by the Owner. Settlements, attorneys' fees, filing fees, court costs, and other necessary expenses incurred in connection with such actions and not recovered from tenants shall be paid out of the account or otherwise by the Owner.

III. RELATIONSHIP OF AGENT AND OWNER: AUTHORIZATION TO PERFORM

The relationship of the parties to this Agreement shall be that of principal and agent and all duties to be performed by the Agent under this Agreement shall be for and on behalf of the Owner, in the Owner's name and for the Owner's account. In taking any action under this Agreement, the Agent shall be acting only as the agent for the Owner and nothing in this Agreement shall be construed as creating a partnership, joint venture, or any other relationship between the parties to this Agreement except that of principal and agent, or as requiring the Agent to bear any portion of losses arising out of or connected with the ownership or operations of the Building. Nor shall the Agent at any time during the term of this Agreement be considered a direct employee of the Owner. Neither party shall have the power to bind or obligate the other except as expressly set forth in this Agreement, except that the Agent is authorized to act with such additional authority and power as may be necessary to carry out the spirit and intent of this Agreement. All duties of the Agent may be delegated to employees of the Agent. Unless otherwise specifically directed in writing by the Owner, the Agent may rely on the directions or statements of any person claiming to be authorized to speak on behalf of the Owner, including, but not limited to, any agent or employee of the Owner or any attorney of the Owner.

IV. DEPOSITS AND DISBURSEMENTS FROM ACCOUNT

A. ACCOUNTS

All monies received by agent for or on behalf of Owner (less any sums properly deducted by Agent pursuant to any other provision of this agreement) shall be deposited in a bank in a special account maintained by Agent for the deposit of monies of Owners and not mingled with the funds of Agent.

B. DEPOSITS

The agent shall deposit all rents, maintenance fees and other receipts with respect to the building (other than security deposits) in an account (the "Account") in a bank designated by the Agent. The Agent shall not in any way be responsible for the failure, insolvency or bankruptcy of such bank or any other chosen depository for any losses arises therefrom.

C. SECURITY DEPOSIT ACCOUNT

The Agent shall, if required by law, maintain a separate interest-bearing account for tenant security deposits. Such account shall be maintained in accordance with applicable state or local laws, if any.

DISBURSEMENTS

The Agent is authorized to pay, or reimburse itself for, from the Owner's account, all monthly or recurring payments and all other expenses and costs incurred in connection with the performance by the Agent of its duties pursuant to this Agreement, the operation of the Building, and the payment of any sums due the Agent hereunder (including but not limited to, the Agent's compensation hereunder). In the event the balance in the Account is insufficient to pay disbursements hereunder, the Owner will promptly remit to the Agent sufficient funds to cover any deficiency. Any sums due the Agent under any provision of this Agreement, and not paid within five (5) days after such sums have become due, shall bear interest at the rate of 10% per annum calculated from the date such sums are advanced by the Agent.

ADVANCE PAYMENTS AND REIMBURSEMENTS

Notwithstanding any other provision in this Agreement to the contrary, the Agent shall not be obliged to make any advances to, or for the account of, the Owner, or to pay any amounts in connection with the building or this Agreement except out of funds in the Account, nor shall the Agent be obliged to incur any financial liability or obligation in connection with the building or this Agreement unless the Owner shall first furnish the Agent with the necessary funds for that purpose. If the Agent elects to advance funds on behalf of the Owner or incur any expense on behalf of the Owner, the Owner shall reimburse the Agent for such expenditures immediately upon demand thereof and the Owner authorizes the Agent to deduct all such amounts from funds in the Account.

V. OWNER'S OBLIGATIONS

EXPENSES

All expenses resulting from the performance by the Agent of its duties hereunder on behalf of the Owner, including, but not limited to, repair and maintenance expenses, utility deposits, premiums and deductibles required under insurance policies, attorney’s fees and costs, wages and other compensation of employees, contractors or other personnel employed with respect to the management, maintenance or operation of the Building shall be paid by the Owner whether by the Agent's deducting the same from the Account or from other funds provided by the Owner.

INSURANCE

The Owner shall, at the Owner's expense, at all times carry and maintain in full force and effect adequate property insurance, liability insurance, worker's compensation insurance, employer's liability insurance, employee dishonesty bond, fidelity bond and such other insurance as may be necessary for the protection of the interests of the Owner and the Agent. The Agent shall be named as additional insured under all such insurance policies including, but not limited to, all employee, vendor and contractor liability and compensation insurance policies, and the Owner shall deliver certificates evidencing the same to the Agent upon demand therefor. Said policies shall provide that notice of default or cancellation shall be sent to the Agent as well as the Owner and shall require a minimum of thirty (30) days' written notice to the Agent before any cancellation of or changes to said policies.

C. INDEMNIFICATION: DEFENSE OF CLAIMS

The Agent shall not be liable to the Owner for any loss or damage not caused by the Agent's own gross negligence or willful misconduct with respect to the Building or the performance of the Agent's obligations hereunder. The Owner shall promptly defend, indemnify and hold the Agent (including the Agents' shareholders, directors, officers, employees and other representatives) harmless from and against;

Any liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements and those incurred in enforcing this indemnity) arising out of or connected with claims of personal injury or property damage sustained, incurred or incurring on, in, about, or in connection with the Building unless such injury or damage shall be finally adjudicated to have been caused by the Agent's own gross negligence or willful misconduct; and

Any liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements and those incurred in enforcing this indemnity) arising out of or connected with claims relating to the performance of acts by the Agent pursuant to this Agreement or under the express or implied consent of the Owner.

The Agent, promptly upon receipt of notice of any claim, act or proceeding shall cooperate fully with the Owner and its attorneys. In the event the Owner fails to defend any such action or proceeding, or elects to defend in its own name, the Agent may defend the same at the sole cost and expense of the Owner.

VI. LIABILITY

The Agent assumes no liability whatsoever for any acts or omissions of the Owner or any previous owners of the Building or any previous management company or other agent of either. The Agent assumes no liability for any failure of or default by any tenant in the payment of any rent or other charges due the Owner or in the performance of any obligations owed by any tenant to the Owner pursuant to any lease or otherwise. Nor does the Agent assume any liability for any violations of environmental or other regulations. No officer, director or shareholder of the Agent or any employee of the Agent shall have any personal liability whatsoever under this Agreement.

VII. COMPENSATION AND COSTS

Management Fee: In compensation to the Agent for the management services provided by the Agent hereunder (and exclusive of reimbursement of expenses to which the Agent is entitled as hereinafter provided), the Owner shall pay the Agent, without right of setoff or counterclaim, the monthly fee of $1,750.00 in advance, on the first day of each month during the term of this Agreement.

Reimbursement of Out-of-Pocket Expenses: In addition to payment of the management fee described in paragraph I above, the Owner shall promptly upon demand therefore, reimburse the Agent for all disbursements and expenses made by the Agent in the performance of its duties under this Agreement, including, but not limited to, the following items:

postage costs

messenger service fees

photocopying costs

filing and processing fees

costs incurred with respect to Annual Meetings of the Shareholders

costs incurred with respect to the meetings of the Board

for transportation by taxi or car service to and from evening meetings.

Payroll Services: Owner will assume full responsibility of the cost of payroll services, to be paid directly to the payroll service company in regards to any of the Owner's employees.

Additional Fees: If requested by the Owner, the Agent is hereby given authorization and is entitled to invoice and collect the following additional fees:

Issuance of Forms 1098: The Agent shall prepare a form 1098 for each shareholder. The Owner shall pay the Agent the sum of $350.00 or SI 5.00 per each form 1098 issued, whichever is greater.

Processing Unit Owner Financing or Refinancing: Upon the, Owner's request, the Owner shall pay the Agent the sum of $150.00 per application for services rendered in processing any financing application in connection with a purchase or other initial financing of a unit or refinance of any existing financing of a unit Such fee shall be paid upon submission of the application to the Agent and shall be deemed earned whether or not the transaction covered by the application is ultimately consummated.

Applications: Upon the Owner's request, the Agent shall obtain and process purchase applications including references and financial information from, and arrange for investigations of, prospective tenant-shareholders, at a cost to the Purchaser of $350.00 per applicant. Such fees shall be paid by the Purchaser upon the submission of the request to perform the foregoing services and shall be deemed earned whether or not the transaction to which such request relates is ultimately consummated.

Sublease Processing: Upon the Owner's request, the Sublessor shall pay the Agent the sum of $350.00 for services rendered in connection with the processing of each sublease application. Such fee shall be paid upon submission of the sublease application to the Agent. Such fee shall be deemed earned whether or not the sublease to which the application relates is ultimately executed.

Major Alterations: The Owner shall pay the Agent an additional fee of 10% of the costs of the job to the Agent for services rendered by the Agent in connection with the supervision of, or consultation with respect to, building, alterations, repairs, reconstruction, decoration or capital improvements to the Building which are beyond the scope of ordinary repairs.

Alteration Application Processing: Upon The Owner's Request the Tenant-Shareholder shall pay to the Agent the sum ofS350.00 for services rendered in connection with the processing of alteration application, provided such projected alteration costs exceed $25,000.00. Such fee shall be paid to the Agent upon the submission of the alteration application. Such fee shall be deemed earned whether or not the alteration to which the application relates is ultimately executed, or if the application is rejected or modified by the Board of Directors.

Court Appearances: For Court Appearances on behalf of the Owner, Owner shall pay a fee to the Agent of$1'75.00 per hour for appearance by field agent, and $350.00 per hour for appearance by principal. Travel time not to exceed 1/2 hour in each direction for appearances in the borough of Manhattan. and I hour in each direction for appearances outside the borough of Manhattan.

Extraordinary Services: If the Agent shall at the request of the Owner, perform any extraordinary service not customarily part of the usual services performed by a managing agent and not otherwise referred to in this paragraph 3 or in paragraph 4 below, the Owner shall pay the Agent a fee for such services, in an amount agreed to by the Agent and the Owner.

Other Fees Which May Apply: At the request of the Owner, the Agent will perform the following additional services on terms mutually acceptable to the Agent and the Owner, for the following fees:

Commercial and Professional Leasing Fees: The Owner shall pay the Agent a leasing fee of six percent (6%) of the first year's rent, five percent (5%) of the second year's rent, four percent (4%) of the third year's rent and three percent (3%) of the rent for each additional year, with respect to each commercial and professional lease arranged by the Agent. Such fees shall be paid upon execution of the lease.

Renewal of Commercial and Professional Leases: The Owner shall pay the Agent a fee equal to one-half (h) of the, amounts set forth in subparagraph (a) above, for the renewal of leases of commercial and Professional space. Such fee shall be paid upon execution of the renewal lease (or other agreement with respect thereto).

Mortgage Refinancing: The Owner shall pay the Agent a fee of one, percent (I of the amount of any financing or refinancing secured or arranged by the Agent on behalf of the Owner or on behalf of any purchaser or unit owner, such fee shall be paid at the closing of the loan. For the processing of applications, forms and documents to obtain underlying or secondary financing or refinancing or line of credit secured by others, Owner shall pay to the Agent a fee of 1/4 of 1% (.25%) of the amount borrowed.

VIII. TERM

A. INITIAL TERM

The term of this Agreement shall be for an initial period of One (1) year commencing on First day of July 2016 (the "Commencement Date") through Thirtieth day of June 2017 (the earlier to occur of such date or the actual date of termination, as hereinafter provided, the "Termination Date").

B. RENEWAL

Sixty (60) days prior to the Expiration Date, both parties shall endeavor to negotiate and execute a new agreement for future management services. Should the parties fail to enter into a new agreement prior to the Expiration Date, the terms of this Agreement shall continue to govern and this Agreement shall remain in effect on a month-to-month basis. If the parties ultimately execute a new agreement, the terms of the new agreement governing management and all other fees due the Agent shall be retroactive to the day following the Expiration Date.

C. TERMINATION BY EITHER PARTY

Either the Agent or the Owner may terminate this Agreement with cause at any time before one hundred eighty (180) days following the Commencement Date, by notice to the other party given no less than thirty (30) days in advance of the intended date of termination. Either the Agent or the Owner may terminate this Agreement without cause at any time after one hundred eighty (180) days following the Commencement Date, by notice to the other party given no less than thirty (30) days in advance of the intended date of termination.

D. TERMINATION FOR CAUSE

This Agreement shall terminate in any event, and all obligations of the parties hereunder shall cease (except as to liabilities or obligations which have accrued or arisen prior to such termination, and obligations to insure and indemnify which specifically survive termination as herein provided), upon the occurrence of any of the following events:

Breach of Agreement: Thirty (30) days after the receipt of notice by either party to the other specifying in detail a material breach of this Agreement, if such breach has not been cured within said thirty (30) day period; or if such breach is of a nature that it cannot be cured within said thirty (30) day period but can be cured within a reasonable time thereafter, if efforts to cure such breach have not commenced or such efforts are not proceeding and being continued diligently both during and after such thirty (30) day period prior to the breach being cured. The breach of any obligation of either party hereunder to pay any monies to the other party under the terms of this Agreement shall be deemed to be curable within thirty (30) days.

Failure to Act, Etc.: In the event that any insurance required of the Owner is not maintained without any lapse, or it is alleged or charged that the Building, or any portion thereof, or any act or failure to act by the Owner, its agent and employees with respect to the Building fails to comply with any law or regulation, or any order or ruling of any public authority and the Agent, in its sole discretion, considers that the action or position of the Owner or its representatives with respect thereto may result in damage or liability to the Agent, or disciplinary proceeding with respect to the Agent's license, the Agent shall have the right to terminate this Agreement at any time by notice to the Owner of its election to do so, which termination shall be effective upon the service of such notice.

Excessive Damage: Upon the destruction of or substantial damage to the Building by any cause, or the taking of all or a substantial portion of the Building by eminent domain, in either case making it impossible or impractical to continue operation of the Building.

Inadequate Insurance: If the Agent deems that the insurance obtained by the Owner as required pursuant to Article V is not satisfactory to protect its interest under this Agreement; the Agent shall have the right to cancel this Agreement upon the service of notice to the Owner.

E. TERMINATION OF DUTIES

If this Agreement is terminated by either party, the Agent and the Owner shall account to each other for all uncompleted business and, at the request of the Owner, the Agent will promptly deliver a statement to the Owner setting forth the Agent's reasonable estimate of sums due the Agent for expenses previously incurred and to be incurred on behalf of the Owner, in accordance with the terms of this Agreement, and not yet reimbursed. The Agent may withhold funds in the Account (as defined in Article IV) for ninety (90) days after the end of the month in which this Agreement is terminated in order to pay such expenses and to close all accounts. Any amounts due in excess offends in the Account shall be paid by Owner to the Agent immediately upon demand. The Agent shall deliver to the Owner, within ninety (90) after the end of the month in which this Agreement is terminated, any balance of monies in the Account (or any other account with respect to the Building) as well as a final accounting reflecting the balance of income and expenses with respect to the Building as of the date of termination. Provided that the Agent has been reimbursed by the Owner for any and all sums due the Agent, the Agent shall then, at the Owner's expense, deliver to the Owner all records, leases and corporate books relating to the Building. Upon termination of this Agreement, the Agent shall no longer be responsible for any obligations hereunder or with respect to the Building including, but not limited to, the payment of any fees or charges incurred as a result of any late payments accruing after the Termination Date and the Owner shall assume the obligations of all contracts relating to the Building and responsibility for payment of all unpaid bills.

IX. SIGNS

At no expense to the Owner and with the Owner's approval, the Agent shall be permitted to display a plaque indicating the name, address and capacity of the Agent, to be prominently displayed on the outside and/or inside of the Building, and to advertise its management of the building in any advertising campaign.

X. OWNER'S REPRESENTATION

The Owner represents and warrants to the Agent that it is authorized to enter into this Agreement, that there are no judgments, decrees, regulations, order, actions or proceedings which might prevent the Owner from complying with its obligations hereunder and that the making of this Agreement does not violate any agreement, order, decree, judgment, regulation or decree binding upon the Owner or the Building.

XI. MISCELLANEOUS

A. GOVERNING LAW

This Agreement shall be governed by, and construed and interpreted in accordance with, the Laws of the State of New York.

B. HEADINGS

The headings used in this Agreement are for convenience only and shall not be deemed to constitute a part of this Agreement

C. SEVERABILITY

The provisions of this Agreement are severable and if any clause or provision hereof shall be held invalid or unenforceable, in whole or in part, then such invalidity or maneuverability shall affect only such clause or provision or part thereof.

D. COOPERATION

Each of the parties to this Agreement shall cooperate with the other to effectuate the terms of this Agreement.

E. MERGER

This Agreement constitutes the entire agreement of the parties with respect to the management and operation of the Building. Each party to this Agreement hereby acknowledges and agrees that the other party has made no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein, and that each party, in entering into and executing this Agreement, has relied upon no warranties, representations, covenants, or agreements, express or implied, to such party, other than those expressly set forth herein.

F. BINDING EFFECT

This Agreement shall be binding on the Owner and the Agent and their successors and assigns, and, if the Owner is an individual, the heirs, administrators and executors of the Owner. Notwithstanding the foregoing, this Agreement may be assigned by the Agent and, provided assignee assumes all of the obligations of the Agent hereunder, effective upon such assignment, the named Agent shall be relieved ofall further obligations hereunder. Nothing herein shall be deemed to prevent the Agent and persons and entities affiliated with the Agent to, at their option, act as agents, brokers, owners, tenant-shareholders and in any other capacity with respect to other real properties in the vicinity of the building and with respect to apartment units at the Building, without thereby incurring any liability to the Owner.

G. CHANGES

This agreement can be changed only in writing signed by both parties.

H. CHANGES CUMULATIVE: NO WAIVER

No right or remedy herein conferred upon reserved to either of the parties to this Agreement is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Agreement or now or hereafter legally existing. The failure of either party to this Agreement to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy as provided in this Agreement, shall not impair any such right or remedy or be construed as a waiver or reincarnates of such right or remedy with respect to subsequent events. Every right and remedy given by this Agreement to the parties to it may be exercised from time to time and as often as may be deemed expedient by those parties.

I. FORCE MAJEURE:

Any delays in the performance of any obligation of the Agent under this Agreement shall be excused to the extent that such delays are caused by wars, national emergencies, natural disasters, strikes, labor disputes, utility failures, governmental regulations, riots, adverse weather, and other similar causes not within the control of the Agent, and any time periods required for performance shall be extended accordingly.

J. NOTICES

Except as otherwise set forth herein, all notices and other communications made pursuant to this Agreement shall be in writing as follows:

Agent:	Cornerstone Management Systems Inc. 271 Madison Avenue #800 New York, N.Y. 10016-1001
Owner:	52 Warren Street Owners Inc. 52 Warren Street

New York, N.Y. 10007

or to such other address as the Agent or the Owner may specify hereafter in writing. Such notices and other communications shall be delivered either by hand, by certified mail return receipt requested, or by overnight mail. Notices sent by certified mail return receipt requested shall be deemed received on the date noted on the return receipt (or the date of refusal of receipt as noted thereon). Notices sent or delivered by hand or by overnight mail shall be deemed given upon delivery.

K. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS

All representations and warranties of the parties contained herein shall survive the termination of this Agreement. All provisions of this Agreement that require the Agent or the Owner to have insured or to defend, reimburse, or indemnify the Owner or the Agent, respectively shall survive any termination, and if the Agent or the Owner is or becomes involved in any proceeding or litigation in connection with the terms of this Agreement, such provisions shall apply as if this Agreement were still in effect.

L. ACCEPTANCE OF TERMS

The Owner and the Agent hereby indicate their consent to the terms of this Agreement by signing below.

By

52 Warren Street Owners Inc.(Owner)	Cornerstone Management Systems Inc. (Agent)