TENANTS IN COMMON AGREEMENT

TENANTS IN COMMON AGREEMENT made as of the ____ day of __________ , 19___ (the "Agreement") between __________________ residing at _________________ and _____________________ residing at _____________________ (collectively referred to as the "Owners" and, individually, as an "Owner").

WITNESSETH:

WHEREAS, the Owners have purchased Condominium Unit _____ in the
________________ Condominium, located at ______________ Street, New York, NY which is also designated as Tax Lot _____ in Block ______ of Section _____ on the Tax Map of the Borough of Manhattan, together with an undivided ____ % interest in the General Common Elements of the Condominium (hereinafter, the "Property");

WHEREAS, the Owners desire to enter this Agreement for the purpose of defining their respective rights and obligations with respect to their ownership of the Property;

NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement, and for good and valuable consideration, the parties agree as follows:

1. Ownership. Title to the Property has been taken in the names of and as tenants in common, each as to an undivided one-half interest, and the instrument of conveyance of title to them as such tenants in common shall be duly recorded in the appropriate recording office. Such instrument of conveyance is a deed to the Property of even date herewith, from _________ (as to a ___ % interest) and (as to a ____ % interest, as grantor) to and , as Tenants in Common, as grantee.

2. Purpose. The purpose of the Owners is to hold the Property for use as an investment property, and on occasions when either Owner is in New York, to stay at the Property.

3. Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest of (a) the sale of the Property, (b) the agreement of all of the Owners to terminate this Agreement or (c) the date that one person or party (or one of the Owners) owns the entire fee title interest in the Property.

4. Payment of Purchase Price. Initial Capital Contributions have been made by the Owners prior to and after the closing to enable the payment of the purchase price, expenses incurred in connection with the procuring of mortgage financing, the cost of making initial improvements and repairs to the Property, and normal and customary closing costs and expenses incurred in connection with the acquisition of the Property. The Initial Capital Contributions made by each Owner prior to the date of this Agreement is hereby deemed to be 50% of the aggregate of all Initial Capital Contributions made to date. Any further Initial Capital Contributions that may be required shall be contributed by the Owners in proportion to their Percentage Interests.

5. Percentage Interest. and each have an undivided fifty-percent (50%) interest ("Percentage Interest") in the ownership of the Property, and all profits, losses, debts, mortgages and liabilities associated with the Property.

6. Voting Shares. Each individual Owner shall have one voting share with respect to any decisions concerning the ownership and/or management of the Property. In the event of a transfer of an individual Owner's interest in the Property to more than one individual or entity, whether voluntarily or involuntarily, by reason of death, bankruptcy, operation of law or otherwise, said individual Owner's successors and assigns shall constitute, for purposes of this Agreement, one individual Owner, and shall jointly hold said individual Owner's one voting share.

7. Capital Contributions.

(a) Calls may be made on the Owners for such additional capital contributions as may from time to time be required to provide funds for improvements or rehabilitation of the Property, to defray deficits resulting from the operation of the Property or otherwise required for the Property. Calls for capital contributions shall be agreed to by both of the individual Owners, except in case of routine or necessary maintenance or repairs required in connection with the Property, in which case, agreement by all of the individual owners shall not be required. Each Owner shall contribute a portion of the aggregate amount of each call, such portion to be equal to the Owner's Percentage Interest.

(b) Either Owner may make a call at any time for an additional capital contribution as specified in subparagraph (a).

(c) Calls shall be made by sending a written notice to the other Owner stating: (i) the total amount of the call; (ii) the purpose for which the call is being made; (iii) the amount of the call which the Owner is obligated to pay; and (iv) the date on which the call is payable.

(d) If either Owner (hereinafter, a "Defaulting Owner") shall fail to pay all or any part of his share of the call when due ("Defaulting Owner's Share"), the Owner who has contributed his share to the call ("Contributing Owner") shall have the right for a period of ninety (90) days following the date when the Defaulting Owner's Share was due, to contribute an additional amount equal to the Defaulting Owner's Share ("Default Capita Contribution") which Default Capital Contribution shall bear interest at the rate of ______ percent (___ %) per annum from the date said Default Capital Contribution is advanced to and including the earlier of (i) the date in which said Default Capital Contribution is repaid by the Defaulting Owner to the Contributing Owner (with all accrued interest thereon) or (ii) the date on which said Default Capital Contribution is repaid to the Contributing Owner pursuant to Paragraphs 11 or 13. The right to charge interest as aforesaid shall be the sole remedy of the Owners in the event that an Owner fails to contribute his share of the call.

8. Profits, Losses and Distributions. All net profits, if any, proceeds from financing or refinancing, net losses and distributions of every kind shall be allocated and distributed to the Owners in accordance with their Percentage Interest, except as provided in Paragraphs 11 or 13.

9. Management of Property. All decisions and actions with respect to the Property (such as hiring or firing a managing agent), including all decisions and actions concerning the management and operation of the Property, shall be made only by consent of all of the individual Owners, except as otherwise provided herein. No refinancing involving the mortgaging of all or any part of the Property, no lease of space in the Property and no sale or other disposition of the Property shall be made without the prior written consent of all of the Owners.

10. Transfer of Interest in Property.

(a) Except as otherwise provided herein, no Owner or individual Owner shall sell, assign, mortgage, pledge or otherwise encumber or transfer all or any part of his interest in the Property, or lease any portion of the Property, without the prior written consent of all of the individual Owners, except with respect to a transfer (i) to the individual Owner's spouse or (ii) to a member of the individual Owner's immediate family. Any Owner transferring his interest in the Property shall be obligated to pay all of the transaction costs associated with such transfer, including any applicable transfer taxes.

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph, any individual Owner may enter into a participation agreement or subpartnership agreement with respect to his interest in the Property pursuant to which the beneficial interest in such interest in the Property may be shared with others. In the event a subpartnership agreement is entered into by an individual Owner, then (i) the individual Owner entering into any such agreement shall not be relieved of any of his obligations under this Agreement, including his obligation to make capital contributions; (ii) the other individual Owners shall not be accountable to or required to deal with any party to such participation agreement or subpartnership agreement other than the individual Owner entering into this Agreement; and (iii) the individual Owner entering into such subpartnership agreement shall be obligated to pay all of the transaction costs relating to such agreement, including any applicable transfer taxes. Any such participation agreement or subpartnership agreement that operates, in effect, to transfer an Owner's interest in the Property shall be governed by the provisions of Paragraph 11 hereof and shall not be effective unless and until the provisions of Paragraph 11 are complied with.

(c) Notwithstanding the provisions of subparagraph (a) above, any individual Owner's interest may, at death, be transferred, either by will or by operation of law, to one or more persons, provided, however, that any such person, including an executor, administrator and testamentary trustee, shall hold such interest subject to all the terms of this Agreement, and, in the event of a transfer to more than one person, said persons shall collectively hold the same voting privileges as the individual Owner.

11. Buy-Out Procedure upon Sale of Owner's Interest.

(a) Neither Owner shall sell or transfer his separate cotenancy interest in the Property, except after compliance with Paragraph 11 of this Agreement. If an Owner desires to sell his interest in the Property, that Owner (the "Selling Party") shall first give the other Owner (the "Non-Selling Party") a written notice of intention to sell. For 30 days after receipt of the notice of intention to sell, the Non-Selling Party shall have the exclusive right and option to elect to purchase the Selling Party's interest upon the terms and conditions set forth below.

(i) If the Non-Selling Party elects to exercise the option, he shall give a written notice to the Selling Party of his intention to exercise the option, which notice shall be given before the expiration of the 30-day option period. Such notice of exercise shall constitute a binding commitment to purchase, except that it may be conditioned upon the Non-Selling Party's ability to obtain purchase financing reasonably satisfactory to the Non-Selling Party for up to 80 percent of the purchase price within 45 days of the date that the purchase price is either agreed upon by the parties or determined by the appraisal mechanism described below. The Selling Party shall execute a deposit receipt and sale agreement in a customary form and cooperate with the Non-Selling Party in obtaining financing. The Non-Selling Party shall deposit an appropriate amount into an escrow account as a good faith deposit under the deposit receipt and sale agreement within three business days after execution by the Selling Party.

(ii) If the parties agree in writing upon a purchase price for the Selling Party's interest, that agreed price shall be the purchase price. If the parties cannot agree in writing upon a price for the Selling Party's interest within 10 days after the Non-Selling Party's notice of exercise of option, each party shall, within the next 10 days, select an appraiser. The appraiser shall be a qualified real estate broker or appraiser active in the New York City real estate market with experience in appraising high-end, luxury condominium and cooperative apartments in Manhattan. Both appraisers shall be instructed to prepare and deliver to both parties, within 21 days of their appointment, their written opinions of the fair market value of the Selling Party's interest. If the appraisers' opinions do not vary from one another by more than $25,000, the purchase price shall be the arithmetic average of the two opinions. If the two opinions do vary from one another by more than $25,000, the two appraisers shall jointly select a third appraiser of similar qualifications within 10 days after delivery of their opinions. The third appraiser shall be requested to prepare and deliver to both parties, within 21 days, a third written opinion of the fair market value of the Selling Party's interest in the Property. The purchase price shall then be whichever of the three opinions is in the middle, or if two opinions are the same, then that shall be the price. Notwithstanding the foregoing, if the price is determined by appraisal, the Non-Selling Party shall be entitled to a discount from the price so determined in the amount of six percent or the then-prevailing percentage rate in the community for residential brokerage commissions, whichever is less. The parties will share all appraisal costs and fees equally. If either party fails to appoint a qualified appraiser within the first 10-day period specified above, the appraiser appointed by the other party shall be the sole appraiser and the price shall be determined by him alone.

(iii) The closing for the purchase of the Selling Party's interest by the Non-Selling Party shall take place within 90 days after determining the purchase price, either by the parties' agreement or through the appraisal method set forth above.

(iv) If the Non-Selling Party does not give the Selling Party a notice of exercise of the option within the 30-day option period set forth in subpart (i) above, or if after having exercised the 6ption to purchase, the Non-Selling Party does not purchase the Selling Party's interest within the 90-day period for closing, all rights and the option of the Non-Selling Party to purchase the Selling Party's interest shall terminate and the Selling Party shall be free to sell his interest in the Property upon such terms and conditions as he desires within a period of 12 months after such termination; provided, however, that the terms and conditions of this Agreement shall be binding upon the purchaser and the right of the Selling Party to sell his interest in the Property is expressly conditioned upon the buyer's execution of this Agreement at or prior to the closing. In the event of such a sale to a third person in compliance with this Agreement, the Non-Selling Party shall execute an assumption agreement with the buyer concerning the debts secured by the whole Property, if necessary, pursuant to the Selling Party's terms and conditions of sale. The buyer and/or the Selling Party shall be responsible for all costs of such assumption agreement. It is further provided that if the Selling Party has not entered into a binding contract for the sale of his interest in the Property within such 12-month period, the Non-Selling Party's option rights under this Paragraph 11(a) shall be reinstated as if no notice of intention to sell had previously been given.

(b) If, under the circumstances described in subparagraph (iv) above, the Selling Party is unable to sell his interest in the Property on the open market within the 12-month period set forth above, and provided that the Selling Party has used diligent efforts in good faith to accomplish a sale at a reasonable market price and upon reasonable terms and conditions, then, upon 30 days' written notice to the Non-Selling Party, the Selling Party may demand that the entire Property be sold for the best available price, terms, and conditions, except that during such 30 day notice period the Non-Selling Party shall again have the option to purchase the Selling Party's interest pursuant to the option rights set forth in subparagraphs (i) through (iii) above. If the Non-Selling Party does not exercise this second option to purchase, the Non-Selling Party shall cooperate in the sale of the entire Property, including prompt execution and delivery of any documents or instruments necessary to effectuate a sale of the Property; provided, however, that if no such sale is concluded within six (6) months after the date of the Selling Party's demand for a sale of the entire Property, the Non-Selling Party's option rights under this paragraph 11 shall be reinstated as if no notice of intention to sell had previously been given.

(c) If one party sells his interest in the Property separately in compliance with this Agreement, he shall be entitled to all proceeds realized from such sale, except for any unpaid Default Capital Contributions (and interest thereon) that may have been made on behalf of such Selling Party, which amount shall be paid to the Contributing Owner who made such contribution. The Selling Party and his buyer shall bear all expenses of inspections, repairs, loan assumptions, refinancing of the Property and transfer taxes resulting from or required by the terms and conditions of the sale. The buyer shall be responsible for payment of the entire amount of any increase of any real property taxes because of the reassessment of the Property resulting from the sale of the Selling Party's interests.

12. Records and Accounts. Complete and accurate records recording all transactions relating to the Property shall be maintained at all times, and each Owner shall cause to be recorded in such records all of his transactions with respect to the Property. Such records shall include such separate books and accounts for each Owner as may be necessary to reflect his interest in the Property. The records shall be maintained at such place or places as may be determined by the Owners. Each Owner shall, at all reasonable times, have access to and may inspect and copy any such records. Accounting statements, if any, with respect to the Property shall be maintained on the basis of the calendar year.

13. Sale and Disposition of the Property. If the Property is jointly sold or otherwise disposed of by the Owners, the proceeds of such sale or other disposition shall be disposed of as follows and in the following order of priority;

(a) First, to the payment of the expenses of the sale or other disposition;

(b) Second, to the payment of debts and liabilities with respect to the Property and the Owners (as tenants in common) that were not assumed or taken subject to in connection with the sale or other disposition;

(c) Third, to the setting up of any reserves which the Owners may deem necessary for any contingent or unforeseen liabilities or obligations with respect to the Property and the Owners as tenants in common. (Such reserves may be paid over by the Owners to an escrow agent, to be held by him for the purpose of disbursing such reserves to meet any of the aforementioned contingencies and the payment of his fees as escrowee (except that their shall be no fee payable to any individual Owner acting as escrowee) and, at the expiration of such period as the Owners shall deem advisable, to distribute the balance remaining, if any, in the manner provided below);

(d) Fourth, to the repayment of any unpaid Default Capital Contributions, with all accrued interest thereon, made by any Owner, which interest shall be paid from the date of payment by the Contributing Owner;

(e) Fifth, if the cumulative amount of all expenditures by the Owners for expenses, alterations or improvements is not equal, then to reimburse the Owner who has spent the greater amount, as a reimbursement for such excess expenditures; and

(f) Sixth, any balance remaining, to the Owners in accordance with their respective Percentage Interests.

14. Partition. No Owner shall, either directly or indirectly, make an application to any court for a partition of the Property except as otherwise expressly provided herein. The parties agree to and do hereby waive the right of partition with respect to the Property, and agree that the provisions of this Agreement governing voluntary or involuntary sale are reasonable as a substitute for such right.

15. Expenses. Each Owner shall, by the first day of each calendar month (or periodically, as agreed by Owners), deposit into a joint checking account established in the names of the individual Owners (or with a managing agent selected by the Owners) an amount which is equal to his Percentage Interest multiplied by a sum, which sum shall be agreed to by the Owners from time to time as being that required for the monthly maintenance and operation of the Property. Such amounts shall include (without limitation) payments for debt service on the Property, management fees, real estate taxes water and sewer charges, Common Charges payable to the Condominium, gratuities to Condominium staff, professional fees, maintenance and repair costs, leasing expenses (including brokerage fees), telephone, gas, electric, cable and other utility charges, cleaning and maid service costs and all other expenses associated with the ownership and management of the Property. Upon the sale of the Property, the balance in said account will be divided in accordance with the respective contributions by the Owners.

16. Miscellaneous Provisions.

(a) Entire Agreement. This Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior understanding or writing the parties may have had with respect to the subject matter hereof.

(b) Binding Effect. This Agreement shall run with the land for the benefit of each party's respective interest in the Property and shall bind and inure to the benefit of the parties' respective successors, assigns, and heirs so long as any of the original parties to this Agreement continue to own any interest in the Property. At the option of either Owner, the Owners shall execute, acknowledge, and record a memorandum of this Agreement in the official records of the Register's Office in New York County, New York as constructive notice of this Agreement. Both parties agree to disclose the terms of this Agreement to any prospective lender or buyer who may inquire about it.

(c) Amendment. This Agreement may be amended, modified or terminated only by a writing signed by all Owners owning an interest in the Property, or their respective successors or assigns.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(e) Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

(f) Notice. Notices, requests, demands and other communications relating to this Agreement shall be in writing and either delivered (a) personally, (b) by registered or certified mail, postage prepaid, return receipt requested, or (c) by overnight courier, in each case, addressed to the parties at the addresses set forth above, with a copy (to be sent in the same manner) to _______________, Esq.,______________ , New York, New York . Any addressee may designate a different address to which communications may be sent, by giving notice to the other party of such change of address in conformity with the foregoing provisions. All communications shall be deemed to have been given, if by mail as of the third business day after the date mailed in accordance herewith; and if by delivery or overnight courier, on the date of actual delivery and receipt.

(g) Ratification. The two Owners signing this Agreement hereby ratify and confirm any and all previous actions taken by the Owners with respect to the Property.

IN WITNESS WHEREOF, the parties hereto have executed this TENANTS IN COMMON AGREEMENT as of the ___ day of _________ 19___ .