BIDDING TERMS AND NOTICE PROCEDURES

________________________ (the "Debtor") and __________________ Limited Partnership (the "Purchaser") have entered into a certain Purchase and Sale Agreement (the "Purchase Agreement"), dated ____________ , 19____ , to which the Debtor has agreed to sell to the purchaser all of its right title and interest in and to the Debtor's property (the "Property") described in the Purchase Agreement. The purchase Agreement provides that the sale of the Property shall be subject to higher or better offers if, and only if, Debtor seeks approval of the Purchase Agreement pursuant to Section 363 of the Bankruptcy Code outside of Chapter 11 plan.

1. The BIDDING TERMS. The Debtor and the purchaser agree that the following bidding procedures shall govern the solicitation of higher or better offers to purchase the Property in the even the Property is sold pursuant to Section 363 of the Bankruptcy Code:

a. Deadline to Submit written Bids. All competing bids ("Initial Bids") must be made in writing, sealed and delivered, so as to be RECEIVED NO LATER THAN 5:00 PM. on [ten days prior to the return date for a hearing to consider the sale] (the "Bid Deadline"), to counsel for Debtor [IDENTIFY] who, after the Bid Deadline, shall promptly unseal such Initial Bids and transmit them to counsel for Purchaser [IDENTIFY]

b. Qualified Bids. To be qualified, an Initial Bid (i) must be irrevocable, (ii) must provide for a transaction that is not subject to or conditioned upon the obtaining of financing or completion of due diligence (iii) must provide for a purchase price that is at least $1,000,000 greater than the costs to Purchaser
under the Purchase Agreement as described in the Application; and (iv) must be accompanied by:

(1) Marked changes to the Purchase Agreement (as modified, the "Bidder's Purchase Agreement") together with such other terms, if any, reflecting the higher or better value of such bid over the existing Purchase Agreement;

(2) A certified or bank check payable to, or irrevocable letter of credit drawn in favor of, counsel for the Debtor, as agent, in the amount of $1,000,000, such check constituting an earnest money deposit on behalf of, or funds to be available for damages, if any,.against, the proponent of the Successful Bid (as defined in paragraph 3.d hereof); which funds (i) shall be held in an interest-bearing escrow account in favor of the party providing them and (ii) shall be returned to such party immediately after an order approving the Sale Motion becomes final (or such other time as ordered by the Court) if such party is not the proponent of the Successful Bid;

(3) Evidence, acceptable to the Debtor, demonstrating the prospective bidder's (i) financial ability to close and consummate the transactions contemplated by the Bidder's Purchase Agreement and (ii) industry reputation and prior experience in transactions of this nature to ensure the consummation and maximization of all terms of the Bidder's Purchase Agreement for the benefit of the Debtor’s estate, and (Such other information as may be requested by the Debtors.

ONLY THOSE PARTIES SUBMITTING QUALIFIED INITIAL BIDS IN ACCORDANCE WITH THIS PARAGRAPH 1.B. SHALL BE PERMITTED TO BID AT THE AUCTION

c. Highest Or Best Initial Bid. At or about _____ p.m. on [five days prior to the Auction), 19___ , the Debtor will provide to the Purchaser, and to each party submitting a qualified Initial Bid, a statement setting forth the Debtor's determination of the highest or best Initial Bid for the Property together with a copy of the Bidder' s Purchase Agreement submitted by such bidder. In the event there is a dispute between Purchaser and Debtor as to the identification of the highest and best bid, Purchaser shall, no later than two days prior to The Auction, serve upon counsel for Debtor a written objection which objection shall be resolved prior to the Auction.

d. Auction. Commencing at _____________ a.m. on ___________ l9____ , the Debtor will conduct an auction ("Auction") among the Purchaser and the other parties submitting qualified Initial Bids before the Honorable ______
_________ (the "Court"), at the United States Bankruptcy Courthouse, __________________________ , at which time the Purchaser and all such other qualified bidders may improve their bids. At the conclusion of the Auction, the Debtor shall determine the final highest or best bid for the Property ("Successful Bid").

e. Hearing to Confirm Sale. Immediately following the Auction the Court shall conduct a hearing to confirm the sale of the Property to the proponent of the Successful Bid.

2. THE PURCHASE AGREEMENT: DUE DILIGENCE. Upon the delivery to the Debtor of an executed confidentiality agreement (in form and substance satisfactory to the Debtor) and certified financial statements demonstrating financial wherewithal to consummate the acquisition of the Property, the Debtor shall provide a copy of the Purchase Agreement to all interested parties who request a copy for the purpose of preparing competing bids and shall make information available for the reasonable due diligence requests of interested parties.

3. THE NOTICE PROCEDURES. Debtor shall provide written notice of the Auction and a hearing to consider approval of the Purchase Agreement, pursuant to Section 363 of the Bankruptcy Code, in accordance with The requirements of the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Eastern District of New York, by first mail, at least 30 days prior to the date of such hearing to (i) all persons entitled to receive such.-notice pursuant to Federal Rule of Bankruptcy Procedure 2002, including all persons who filed a notice of appearance in this case requesting that they be provided with such notice, and (ii) the United States Trustee. Debtor shall also publish such notice at least once in the National Edition of the New York Times at least 20 days prior to the Auction.

ONLY BIDS SUBMITTED IN CONFORMITY WITH THE FOREGOING PROCEDURES SHALL BE ENTERTAINED BY THE DEBTOR AND CONSIDERED BY THE BANKRUPTCY COURT