TENANT S IN COMMON AGREEMENT

AGREEMENT made between ________________ and _____________ , husband and wife, and ________________ and ___________________ , husband and wife, hereinafter collectively referred to as the "Owners".

The Owners have executed a contract (the "Contract") dated for the purchase of property located at ____________ Street, , New York (the "Property").

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.

In consideration of the mutual agreements contained in this Agreement, it is agreed as follows:

OWNERSHIP

1. Title to the property shall be taken in the names of ___________ and __________, as tenants by the entirety, as to an undivided one-half interest in the Property, and ______________ and ______________, as tenants by the entirety, as to an undivided one-half interest in the Property, as tenants in common, and the instruments of conveyance of title to them shall be duly recorded in the appropriate recording office.

PURPOSES

2. The purposes of the Owners are to acquire the Property and hold the property for use as their primary residence.

TERM

3. 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) a sale by Owners of their interests in the property as herein provided or (c) the agreement of three of the individual Owners (as hereinafter defined) to terminate this Agreement.

PAYMENT OF PURCHASE PRICE

4. (a) Initial Capital Contributions. Initial Capital Contributions shall be made by the Owners at or in advance of the closing under the Contract or at such other times as may be agreed to by the Owners to enable the payment of the deposit described in Subparagraph (b) of this paragraph 4, of the balance of the purchase price under the Contract (less the amount of mortgage financing at closing), expenses incurred in connection with the procuring of mortgage financing to enable the Owners to purchase the Property, the cost of making initial improvements and repairs to the Property, and normal and customary closing costs and expenses incurred in connection with the closing under the Contract.

The Initial Capital Contributions of each Owner is to be as to __________ in the amount of $ __________ and as to ____________ $__________ . Any further Initial Capital Contribution agreed to by three of the individual Owners shall be contributed equally by the Owners.

(b) Prior to the execution and delivery of this Agreement, the Owners will have transferred to the escrow agent specified in the Contract the sum of each, said sum being one-half of the deposit required under the Contract.

PERCENTAGE OF OWNERSHIP

5. ___________ and __________ shall each have an undivided fifty percent (50%) interest ("Percentage Interest") in the ownership of the Property. shall occupy the first and second floors and shall occupy the third and fourth floors of the building situated on the Property. The remainder of the building, including the basement thereof, and the Property, shall be used and occupied jointly by the Owners (collectively, the "common areas").

VOTING SHARES

6. 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 as provided herein, 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.

CAPITAL CONTRIBUTIONS

7.(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 which has been agreed to by three of the individual Owners (except in case of routine or necessary maintenance or repairs required in connection with the common areas of the Property, in which case, no agreement by three of the individual owners shall be required), to defray deficits resulting from the operation of the Property or otherwise required for the Property; except, no calls shall be made for additional contributions in connection with repairs or improvements or rehabilitation to the non-common areas. Each Owner shall contribute a portion of the aggregate amount of each call 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, which date shall not be before thirty (30) days after the date of the purchase of the Property by the Owners.

(d) If either Owner (the "Defaulting Owner") shall fail to pay all or any of his share of the call when due (the "Defaulting Owner’s Share"), the Owner who has contributed his share to the call (the "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 (the "Default Capital 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 the date in which said Default Capital Contribution is repaid by the Defaulting Owner to the Contributing Owner, with all accrued interest thereon, or 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 a call.

PROFITS LOSSES AND DISTRIBUTIONS

8. 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.

MANAGEMENT OF PROPERTY

9. (i) All decisions and actions with respect to the Property, including all decisions and actions concerning the management and operation of the Property, shall be made only by consent of three of the individual Owners except as otherwise provided herein.

(ii) No refinancing involving the mortgaging of all or any part of the Property, no lease of space in the Property and, except as hereinafter provided, no sale or other disposition of the Property shall be made without the prior written consent of three of the individual Owners.

TRANSFER OF INTEREST IN PROPERTY

10. (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 three of the individual Owners, except with respect to a transfer to the individual Owner's spouse.

(b) Notwithstanding the provisions of subparagraph (a) of this paragraph, any individual Owner may enter into a participation or subpartnership agreement with respect to his interest in the Property pursuant to which beneficial interests in such interest in the Property may be transferred to others. No individual Owner entering any such agreement shall be relieved of any obligation under this Agreement, including his obligation to make capital contributions, and the other individual Owners shall not be accountable to or required to deal with any party to such agreement other than the individual Owner entering the agreement.

(c) Notwithstanding the provisions of subparagraph (a) of this paragraph, 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.

BUY-OUT UPON OFFER TO PURCHASE PROPERTY

11. (i) (a) If, at any time prior to the third anniversary of the closing of title to the Property under the Contract, either Owner shall desire to sell all or any portion of its fee interest in the Property, said Owner (the "Selling Owner") shall give notice to the other Owner (the "Remaining Owner") of its desire to sell its fee interest in the Property. The Remaining Owner shall, within 30 days after receipt of such notice, notify the Selling Owner whether the Remaining Owner intends to purchase the Selling Owner's fee interest in the Property. If the Remaining Owner notifies the' Selling Owner within said 30 day period that it intends to purchase the Selling Owner's fee interest in the Property, upon written demand of the Selling Owner made within 30 days after the expiration of said 30 day period, the Remaining Owner shall be required to purchase all of the right, title and interest of the Selling Owner in the Property for a sum equal to the Selling Partner's Initial Capital Contribution, Default Capital Contributions (with accrued interest thereon) and any other contributions made jointly with the remaining Owner for capital improvements to the common areas of the Property less Default Capital Contributions made by the Remaining Owner (with accrued interest thereon). In addition, if the Remaining Owner elects not to refinance the then existing mortgage(s) encumbering the Property, if any, the Remaining ,Owner shall execute, in favor of the Selling Owner and in form reasonably satisfactory to Selling Owner, an indemnification agreement whereby the Remaining Owner agrees to indemnify and hold the Selling Owner harmless for all loss, costs or expenses in connection with the repayment of said mortgage(s).

(b) The closing of any sale demanded by the Selling Owner pursuant to subparagraph (i)(a) above shall take place in accordance with subparagraph (ii)(f) below, except that the term "Consenting Owner" shall be deemed to refer to the Selling Owner and the term "Non-Consenting Owner", shall be deemed to refer to the Remaining Owner.

(ii)(a) At any time on or after the third anniversary of the closing of title to the Property under the Contract either Owner may provide the other Owner with a written Notice of Intention to Sell as provided in either subparagraph (ii)(b) or (ii)(d) below. The exercise by an Owner of either of the procedures set forth below is not to be deemed a waiver of that Owner’s right to exercise the alternative procedure.

(b) If either Owner shall receive a bona fide written offer (the "Offer") from a financially responsible, unrelated and independent third party (the "Offeror") to purchase the Property and such Owner shall desire to accept such Offer, the Owner receiving the Offer (the "Consenting Owner") shall give written Notice Of Intention To Sell to the other Owner stating in such notice the name and address of the Offeror, any information with respect to the financial capacity of the Offeror available to the Consenting Owner, and that the Consenting Owner is willing to accept such Offer, and enclose with such notice a copy of the Offer signed by the Offeror.

(c) If the other Owner (the "Non-Consenting Owner") fails to give written acceptance of the Offer, without qualification, within 30 days after receipt of the notice described in subparagraph (ii)(b) above (the "Acceptance Period"), then, upon written demand of the Consenting Owner made within 30 days after the expiration of the Acceptance Period, the Non-Consenting Owner shall be required to purchase all of the right, title and interest of the Consenting Owner in the Property. The Non-Consenting Owner shall renegotiate or 'finance the existing mortgage on the Property so as to provide a release of the Consenting Owner from liability thereunder at 'the transfer of said interest.

The Non-Consenting Owner shall pay to the (Consenting Owner on transfer to the Non-Consenting Owner of all the Consenting Owner's interest in the Property an amount which is the aggregate of 50% of the amount of the Offer (less the sum of 50% of the outstanding mortgage indebtedness on the date of said transfer; 50% of the normal and customary financing expenses incurred by the Non-Consenting Owner to refinance the existing mortgage; the interest accrued on the Non-Consenting Owner's Default Capital Contribution, if any; and, if is the Non-Consenting Owner, the excess Initial Capital Contribution as defined in paragraph 15 herein, with interest accrued thereon, if any,) the Consenting Owner's Default Capital Contribution, which accrued interest thereon, if any, and, if _____________ is the Consenting Owner, the excess Initial Capital Contribution as defined in paragraph 15 herein, with accrued interest thereon, if any.

(d) Either Owner (the "Consenting Owner") may provide the other Owner (the "Non-Consenting Owner") with a Notice Of Intention To Sell together with a copy of an appraisal of the Property by a unrelated and independent N.Y.S. licensed appraiser dated within 30 days of the date of the notice which shall state that the Consenting Owner desires to sell the property and requests that the Non-Consenting Owner consent thereto.

(e) If the Non-Consenting Owner receives the notice and appraisal as provided for in subparagraph (ii)(d) above and does not in writing agree to the sale of the Property, without qualification or dispute the accuracy of said appraisal within 30 days after receipt thereof (the "Appraisal Acceptance Period") then, upon written demand of the Consenting Owner made not more than 30 days after the expiration of the Appraisal Acceptance Period, the Non-Consenting Owner shall be required to purchase all of the interest of the Consenting Owner. The Non--Consenting Owner shall renegotiate or refinance the existing mortgage on the Property so as to provide a release of the Consenting Owner from liability at the transfer of said interest. If the Non-Consenting Owner serves notice of dispute of the accuracy of the appraisal submitted by the Consenting Owner prior to the expiration of the Appraisal Acceptance period, the Non--Consenting Owner shall also submit to the Consenting Owner an appraisal of the property from a N.Y.S. licensed appraiser prior to the expiration of the Appraisal Acceptance period. If the appraisal submitted by the Non-Consenting Owner varies not more than five percent (5%) from the appraisal submitted by the Consenting Owner, the appraisal submitted by the Consenting Owner shall be deemed binding upon the Owners. If the appraisal submitted by the Non-Consenting Owner varies more than five percent (5%) from the appraisal submitted by the Consenting Owner, the appraisers selected by the parties shall agree upon and designate a third, independent N.Y.S. licensed appraiser and said group of appraisers shall arrive at a mutually acceptable (amongst themselves) appraisal of the property and the parties hereto shall be bound by said appraisal. The Non-Consenting Owner shall have two (2) weeks from the date of notice of said final appraisal to agree, in writing, to the sale of the property, otherwise, upon written demand by the Consenting Owner made not more than two (2) weeks after the expiration of said two (2) week period, the Non-Consenting Owner shall be required to purchase all of the interest of the Consenting Owner in the Property. The Non-Consenting Owner shall renegotiate or refinance the existing mortgage(s) on the Property so as to provide a release of the Consenting Owner from liability thereunder at the time of transfer of said interest.

The Non-Consenting Owner shall pay to the Consenting Owner on transfer to the Non-Consenting Owner of all )f the Consenting Owner's interest in the Property an amount which is the aggregate of 50% of the value of the property as stated in the appraisal plus $10,000.00 (less the sum of 50% of the outstanding mortgage indebtedness on the date of said transfer; 50% of the normal and customary financing expenses incurred by the Non-Consenting Owner to refinance the existing mortgage; the interest accrued on the Non-Consenting Owner s Default Capital Contribution; and, if is the Non-Consenting Owner, the excess Initial Capital Contribution as defined in Paragraph 15 herein, with interest accrued thereon, if any), the Consenting Owner's Default Capital Contribution, with interest accrued thereon, if any, and, if . is the Consenting Owner, the excess Initial Capital Contribution as defined paragraph 15 herein, with interest accrued thereon, if any.

(f) The closing of any sale demanded by the Consenting Owner pursuant to this paragraph 11 shall take place within 60 days after demand therefor is made pursuant to subparagraph (ii)(c) or 60 days after the first or second demand, which-ever is applicable, set forth in subparagraph (ii)(e), as the case may be. The Non-Consenting Owner may designate the time (within such 60 day period) and place of closing by notice to the Consenting Owner within 45 days after the demand of the Consenting Owner. At the closing the Non-Consenting Owner shall deliver to the Consenting Owner a certified or bank cashier's check for the amount required to be paid to the Consenting Owner pursuant to subparagraph (ii)(c) and (ii)(e) above, and a release of the Consenting Owner from liability under the mortgage on the Property, and the Consenting Owner shall execute and deliver to the Non-Consenting Owner such documents of transfer of its entire interest in the Property as the Non-Consenting Owner shall reasonably require.

(g) If the Non-Consenting Owner shall default in its obligation under either subparagraph (ii)(c) or (ii)(e) above to purchase the interest of the Consenting Owner in the Property, the Non-Consenting Owner shall, within 30 days after the Non-Consenting Owner is notified in writing that the Consenting Owner does not elect to use the remedy of specific performance provided for under subparagraph (iii) below, pay to the Consenting Owner, as liquidated damages, 10% of the amount required to be paid to the Consenting Owner and, at the option of the Consenting Owner, the Property will be subject to an action for partition.

(iii) If any Owner shall fail or refuse to perform the duties imposed by the provisions of this paragraph, the other Owner, in addition to any other remedies it may have, shall be entitled to enforce such duties by a suit for specific performance or otherwise as if such provisions were reciprocal agreements between the parties for the sale of real property.

(iv) If either Owner shall elect not to purchase the other Owner's interest in the Property as required by the provisions of this paragraph, the Non-Consenting (or Remaining) Owner shall fully cooperate with the Consenting (or Selling) Owner in its efforts to sell the Property and shall execute all instruments necessary in connection with such sale and shall not unreasonably withhold its consent to such sale.

RECORDS AND ACCOUNTS

12. (a) 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 as may be necessary to reflect his interest in the property.

(b) The records described in subparagraph (a) 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.

(c) Accounting statements, if any, with respect to the Property shall be maintained on the basis of the calendar year.

DISPOSITION OF PROPERTY

13. 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) To the payment of the expenses of the sale or other disposition;

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

(c) 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 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, if any, there-after remaining in the manner provided below;

(d) To the repayment of Default Capital Contributions, with all accrued interest thereon, made by any Owner, which interest shall be paid from the Defaulting Owner's capital contributions and any remaining interest owing to the Contributing Owner shall be immediately due and payable by the Defaulting Owner;

(e) To the repayment of the sum of $ _________ to __________ ;

(f) to the repayment to of any accrued and unpaid interest on the excess Initial Capital Contribution made by __________ pursuant to paragraph 15 hereof; and

(g) Any balance remaining, to the Owners in equal shares.

PARTITION

14. No Owner shall, either directly or indirectly, make an application to or petition any court for a partition of the Property except as otherwise expressly provided herein.

REIMBURSEMENT FOR LOST INTEREST

15. ______________ shall pay to _____________ , for the period commencing on the third anniversary of the date of closing of title to the Property under the Contract to and including the date on which this Agreement is terminated pursuant to its terms, interest on the sum of $_________ , the excess Initial Capital Contribution made by a rate equal to the _____________ Bank Insured Market Rate Account interest rate as adjusted on the first bank business day of January and the first bank business day of July during each year of the remaining term of this Agreement. Payments of interest only at the aforesaid rate shall be made by to on the first day of the first month following the third anniversary of the closing of title to the Property under the Contract and on the first day of each and every month thereafter to and including the date of termination of this Agreement, on which date all accrued and unpaid interest shall be paid to Any default under this paragraph shall not be deemed grounds for termination of this Agreement. may, during the term of this Agreement, make payments to in reduction of excess Initial Capital Contribution in which case the interest payable shall be computed thereafter upon the unpaid balance of such excess Initial Capital Contribution.

EXPENSES

16. Each Owner shall by the first day of each calendar month deposit into a joint checking account established in the names of the individual Owners an amount which is one-half of a sum agreed to by the Owners from time to time as being that required for the monthly maintenance and operation of the Property.

Upon the sale of the Property to either Owner or by both Owners, the balance in said account will be divided in accordance with their contributions thereto.

NOTICES

17. Any notice or offer required or desired to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, or mailed by registered or certified mail, postage prepaid and return receipt requested, to the Owners at the addresses set forth at the beginning of this Agreement, or to such other address as any Owner may have furnished to the others in writing in accordance herewith. All notices and offers shall be deemed received on the date of delivery, or, if mailed, on the date appearing on the return receipt.

MISCELLANEOUS

18. (a) If any provision of this Agreement or portion thereof, or the application thereof to any person or circumstance, is invalid or unenforceable, then the remainder of this Agreement, or the application of the provision or portion thereof to other persons or circumstances, shall not be affected thereby, and if any provision or portion thereof or the application thereof is invalid or unenforceable, then a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid or enforceable, the intent and purpose of the invalid or unenforceable provision or portion thereof.

(b) The paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) This Agreement contains the entire under-standing of the parties with respect to its subject matter, and supersedes all prior agreements and understandings among the parties with respect to such subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto.

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

e) This Agreement shall be binding upon and enure to the benefit of the

parties signatory hereto, their heirs, executors, administrators, distributees, personal representatives, successors and assigns.

(F) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

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