Co-Brokerage Agreement

FORM OF CO-BROKERAGE AGREEMENT

DATE:

TO:

Re: New York, New York

Dear Sirs:

Negotiations are presently pending between the undersigned ("Broker"), the exclusive rental agent for the (the "Landlord"), the owner of the property known as , New York, New York 10000 (the "Property") and ("Tenant") acting through ("Outside Broker") with respect to the leasing by Tenant of approximately square feet of floor office space [or ground floor retail space] (the "Available Premises").

This Letter Agreement is being written as an inducement for each of the parties to continue such negotiations and to set forth the agreement between Outside Broker, Broker and Landlord. For the purposes of this Letter Agreement, the term "Landlord" shall be construed as including Landlord and its affiliates and subsidiaries, including, without limitation, .

1. The Landlord's Approval. All terms and conditions of a proposed lease for the Property (a "Lease") shall be subject to Landlord's sole and absolute discretion to approve or disapprove. Accordingly, a Lease shall become effective only when (i) approved by Landlord's Board of Directors, (ii) signed by an authorized officer of Landlord and by a partner, officer, managing member, or other duly authorized individual of Tenant, (iii) delivered by Landlord to Tenant, and (iv) all conditions precedent to the effectiveness of the Lease have been satisfied. Nothing contained in this Letter Agreement shall be construed as granting Broker or Outside Broker any right, power or authority to enter into any Lease or other occupancy agreement in the name of, or on behalf of, Landlord, or to bind Landlord thereto or hold Landlord obligated or liable thereunder without Landlord's prior written consent. The Lease shall be executed only by Landlord and not by Broker or Outside Broker.

2. Outside Broker's Commission.

2.1 Payment of Commission.

(a) In consideration of Outside Broker's efforts with respect to a Lease being entered into between Landlord and Tenant, Broker agrees to pay to Outside Broker, and Outside Broker agrees to accept from Broker as payment in full in connection with the Lease, one full leasing commission calculated and payable as provided in this Section 2 and in accordance with the rates and at the times set forth in Exhibit C attached hereto and made part hereof, entitled "Schedule of Commissions." Outside Broker agrees to look solely to Broker for the payment of any leasing commissions or other compensation due to Outside Broker in connection with the Lease, and Outside Broker hereby waives and releases all rights to proceed directly against Landlord under this Letter Agreement in connection with claims relating to or arising out of any leasing commissions.

In the event that the Lease is not executed by Landlord and Tenant for any reason whatsoever, including, but not limited to any default or act of omission or commission, arbitrary, intentional, or otherwise, by either of the intended parties to the Lease, or by reason of any lack with respect to obtaining or failure to obtain any approval or consent that may be necessary or required by either of such parties, or by reason of any of the conditions precedent to any commission being payable hereunder not being fully satisfied, Outside Broker hereby waives and releases all rights, claims and demands in law or in equity for any commission whatsoever in connection with the Lease and all negotiations relating thereto.

(b) In calculating commissions, the term "fixed rent" shall be defined in accordance with the definition contained in the Lease between Landlord and Tenant, and commissions shall be calculated based on the fixed rent payable on an annual basis, prorated for partial calendar years during the term of the Lease. In the event that Tenant's Lease contains increases in annual fixed rent by fixed dollar amount step-ups, then such rent step-ups shall be included in fixed rent in calculating commissions.

For purposes, however, of calculating commissions payable under this Letter Agreement, the following items shall be excluded and/or deducted from fixed rent and commissions shall be calculated and payable net of the following items:

(i) all additional rents, percentage rents, and all other payments and reimbursements by Tenant during the Lease term, including, without limitation, adjustments in fixed rent calculated upon increases in the wage or labor costs, cost of living formulae, costs of maintaining or operating the Property, or any other escalation formula which increases the fixed rent or additional rent, utility or utility services supplied, maintenance, cleaning, and waste removal services, real estate taxes or payments in lieu of taxes, and all other reimbursable expenses,

(ii) any portion of fixed rent which is attributable to the cost of electricity furnished on a rent-inclusion basis,

(iii) reimbursements by Tenant for work, labor or materials furnished by Landlord,

(iv) with respect to extraordinary construction work, repairs and/or decorating (or other work) which Landlord has agreed to perform for Tenant, any amounts (A) undertaken to be paid by Landlord to Tenant, or (B) given as an allowance to Tenant (either by way of a credit against rent or in a lump sum),

(v) any moving costs paid by Landlord or credited to Tenant,

(vi) any other credits given by Landlord to Tenant against rent for any reason, including but not limited to rent concessions,

(vii) payments made by Tenant in connection with any option to cancel contained in Tenant's Lease,

(viii) all costs and expenses assumed or incurred by Landlord, if any, in connection with Tenant's lease obligations for space rented by Tenant outside the Property, including, without limitation, expenses incurred in reletting such space until such time as Landlord is relieved of all of such Tenant's lease obligations, and

(ix) any rent paid or credited by Landlord to a Tenant by reason of Landlord's retaining as subtenant or otherwise any portion of the Available Premises leased to such Tenant.

2.2 Conditions and Time of Payment.

(a) Any commission due Outside Broker shall be deemed earned in full and shall be payable only upon the satisfaction of all of the following conditions (the "Conditions"):

(i) (A) a written Lease for the Available Premises in form satisfactory to Landlord and Landlord's attorneys is unconditionally executed and delivered by Landlord and Tenant and (B) the security deposit, if any, and advance rent required to be paid under such Lease at the time of its execution is paid by Tenant;

(ii) the term of the Lease commences;

(iii) Tenant, under such Lease, enters into possession of the Available Premises;

(iv) in the case of the renewal or extension of the term of the Lease, the date of commencement of the renewed or extended term has occurred, and the delivery of any security deposit required to be posted thereunder has been made; and

(v) in the case of the leasing of additional space by Tenant, whether or not pursuant to the exercise of an option contained in the Lease, a lease or lease amendment covering such additional space has been executed and delivered, and the delivery of any security deposit required to be posted thereunder has been made, or, if no such lease or lease amendment is executed, the effective date upon which such additional space becomes part of the premises demised under the Lease has occurred and, in either case, Tenant has actually taken possession of such space.

If, for any reason whatsoever, Tenant does not take possession of the Available Premises and commence the payment of rent (other than deposits of rent called for under the Lease prior to the commencement of the regular periodic installments of rent), or if for any other reason whatsoever, including, but not limited to, acts, omissions, negligence, or the willful default of Landlord, or its agents, employees, or representatives, or otherwise, a Lease shall not be entered into between Landlord and Tenant, then, in any such event, no commission or brokerage, or any portion thereof, shall be deemed to be due, payable, or earned, or shall be paid to Broker by Landlord or to Outside Broker by Broker, and Landlord and Broker each is and shall be relieved from liability for the payment of any and all commissions, claims, or charges whatsoever in respect of such transaction. It is expressly agreed that Landlord shall have the unqualified right, in its sole and absolute discretion, to refuse to enter into any Lease with any Tenant for any reason whatsoever without incurring any obligation whatsoever for the payment of commissions or otherwise.

(b) Any commission payable under this Letter Agreement shall be paid in three equal installments upon receipt of such payments by Broker from Landlord: (i) the first on the date that the Lease has been executed by Tenant and has been delivered together with any security deposit or advance rent that is required to be posted thereunder and Landlord's approval is given and all other conditions specified in Section 1 of this Letter Agreement have been fully satisfied, (ii) the second on the date that Tenant takes possession of the Available Premises pursuant to the provisions of the Lease, and (iii) the third on the date on which Tenant opens the Available Premises for business pursuant to the provisions of the Lease (provided, that on each of such dates (A) each installment of fixed rent then due and payable, if any, has been paid in full, (B) the Lease is in full force and effect, and (C) Tenant is not in material default thereunder beyond applicable periods of notice and cure, otherwise, on the first day of the month following the date on which all such defaults are cured).

(c) The Landlord may prepay any or all installments of leasing commissions due Broker at any time and from time to time. Unpaid installments of leasing commissions shall not bear interest. Upon such prepayment by Landlord to Broker, Broker shall pay the applicable portion of such paid commission to Outside Broker.

2.3 Cancellation Options. Notwithstanding the foregoing, if Tenant's Lease grants to Tenant any cancellation options, then: (a) if the Lease shall expressly provide for an option to cancel prior to the commencement of the term, then the first payment of such commission shall not be payable until the time for the exercise of such option to cancel shall have expired; (b) if the Lease shall be cancelled pursuant to an option to cancel prior to the commencement of the term, no commission shall be due or payable with respect thereto; (c) if the Lease shall expressly provide for an option to cancel subsequent to the commencement of the term, then commission shall be payable at the times set forth above but only for the term of the Lease unaffected by Tenant's option to cancel; and (d) if Tenant shall have failed to exercise its option to cancel subsequent to commencement of its Lease within the time period provided, then commission shall be payable as provided above upon expiration of Tenant's option to cancel for the then balance of the term as if no such option to cancel had existed. In each case of (a) through (d) above, no commission shall be payable unless all of the other conditions of this Section 2.3, Exhibit C, and this Letter Agreement have been satisfied.

2.4 Renewals and Expansions.

(a) Outside Broker will not be entitled to a commission or other compensation by reason of the extension or renewal of the Lease, or the leasing of any additional space in the Property by Tenant, except with respect to an extension or renewal or the leasing of additional space pursuant to the exercise of a right or option contained in the Lease at the time of its execution, in which case Outside Broker shall be entitled to a single commission computed on the basis of the fixed rent payable during the extended or renewal term or the term of the Lease for such additional space (exclusive of all exclusions and deductions specified in Section 2.1(b) hereof) at the rates set forth in Exhibit C hereto, but (i) in the case of an extension or renewal, at the percentage level that would have applied if the extended or renewal term were part of the initial term of the Lease (e.g., if the initial Lease term is for five years and the extension or renewal term commences immediately thereafter, the percentage level with respect to the first year of such extended or renewal term will be calculated by using the commission rate for the sixth year of the Lease term as specified in Exhibit C), and (ii) in the case of the leasing of additional space, at the percentage level that would have applied if such additional space were subject to the Lease at the time of its execution.

(b) If Tenant exercises a right or option provided for in the Lease to renew or extend the term of the Lease or to lease additional space in the Property, and if the terms of such renewal or extension or lease of additional space are renegotiated, Outside Broker shall be entitled to a commission computed as if the renegotiated terms had been those originally provided for in the Lease; provided, however, that if Outside Broker does not substantially participate in the renegotiation of the terms of such renewal or extension or lease of additional space at Landlord's request, the commission payable hereunder shall not exceed the commission which would have been payable to Outside Broker pursuant to this Section 2.4 if such terms had not been negotiated.

(c) Notwithstanding anything to the contrary contained herein, in the event that Landlord and any of Landlord's existing tenants (at the time) at or in any portion of the Property (the "Landlord's Tenant(s)") enter into a new lease agreement for all or any portion of space at the Property (the "New Lease") whereby the New Lease may contain the whole or a portion of Landlord's Tenant's then-existing space, then Outside Broker's commission payable pursuant to Section 2.1 shall be proportionately reduced by the percentage equivalent to the percentage which the portion of Landlord's Tenant's then-existing space bears to the total space leased under the New Lease.

3. Indemnification and Hold Harmless

3.1 To the extent of commissions paid or payable to Outside Broker, Outside Broker hereby agrees to and shall hold harmless, indemnify and defend Landlord, Broker, as managing agent for the Property (and any future managing agent for the Property which may be designated by Landlord), and each of their respective subsidiaries, agents, affiliates, officers, directors, members, employees, and trustees (singly an "Indemnitee" and collectively the "Indemnitees") from any and all loss, liability, damages, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements (collectively, "Liabilities"), resulting from claims against Landlord or any Indemnitees by third parties, other than Broker, for payment of brokerage commissions, finder's fees, or other compensations (a) with respect to any Lease with Tenant and negotiations relating thereto, or (b) where the basis of such claims (whether or not any other basis for such claims may also be asserted) is alleged to be dealings between Outside Broker and such third parties.

3.2 Promptly after Landlord or Broker receives knowledge or notice of a Liability, Landlord or Broker, as the case may be, shall notify Outside Broker of such Liability and the amount thereof if the amount is definite.

3.3 Outside Broker shall, however, have the right to appropriately dispute or defend against any Liability provided that:

(a) Outside Broker notifies Landlord and Broker of its intention to dispute or defend against such Liability within ten (10) business days after Outside Broker receives notice of such Liability in accordance with Section 3.2 by counsel of its own choosing, provided such counsel is reasonably satisfactory to Landlord;

(b) such dispute or defense shall not subject Landlord to criminal prosecution; and

(c) such dispute or defense shall not subject the Property to lien or sale during the pendency of such dispute or defense (unless such lien is bonded throughout the pendency of the dispute).

3.4 Outside Broker shall not settle any claim which exceeds Outside Broker's liability hereunder without Landlord's prior written consent.

3.5 At any time that legal proceedings are instituted against Landlord or against any Indemnitee or Tenant based upon a Liability, Outside Broker agrees that Landlord may withhold from further payments of commission due to Broker until such legal proceeding is finally determined an amount equal to the maximum extent of Outside Broker's indemnity under this Section 3 with respect to the subject matter of such legal proceeding.

If Broker receives from Landlord the amount so withheld based on Broker's providing Landlord with an unconditional and irrevocable letter of credit covering such amount pursuant to the agreement between Landlord and Broker, then Broker shall pay to Outside Broker the appropriate amount of commission payable to Outside Broker from the amount received from Landlord, provided that Outside Broker delivers to Broker a similar unconditional and irrevocable letter of credit for the benefit of, and in form reasonably satisfactory to, Broker as the letter of credit which was provided by Broker to Landlord, and Broker agrees to return said letter of credit to Outside Broker following a final determination of the proceedings and the full satisfaction by Outside Broker with regard to such proceedings of all obligations of Outside Broker under this Section 3.

4. General Provisions.

4.1 This Letter Agreement sets forth the entire understanding and fully embodies the terms and conditions of all the agreements and understandings between the parties. There are no other agreements, written or oral, between the parties concerning the proposed leasing of the Available Premises except as herein stated. All prior agreements, communications or understandings between the parties relating to the subject matter hereof are merged herein and shall be of no further force or effect. Any modification, rescission, termination or extension of this Letter Agreement shall not be valid or enforceable unless it be in writing signed by the parties hereto. This Letter Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.2 No failure by Landlord to insist upon the strict performance of any provision contained herein shall constitute a waiver of that provision or of any breach thereof. If any part or provision of this Letter Agreement shall be deemed invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity of the entire Letter Agreement, but such invalid or unenforceable provision shall be deemed deleted and the remainder of the Letter Agreement shall remain in full force and effect as if such invalid or unenforceable provision had never been contained herein.

4.3 All notices under this Letter Agreement shall be in writing and either hand-delivered (and accepted in writing by the recipient) or sent by registered mail or certified mail, return receipt requested, to the following addresses:

Notice to Landlord:

With a copy to:

Notice to Broker:

Notice to Outside Broker:

4.4 No officer, director, employee, subsidiaries, affiliates, contractors, agents, or trustees of Landlord shall be personally liable to Broker or Outside Broker under this Letter Agreement.

4.5 Outside Broker represents that it is and will continue for the Term hereof to be a duly licensed real estate broker in the State of New York and in compliance with all laws applicable to such license. Outside Broker's New York State license number is .

4.6 Assignment of the rights and obligations of Outside Broker contained in this Letter Agreement is strictly prohibited and any attempted assignment shall constitute a default under this Letter Agreement and shall be null and void. An "assignment" includes the sale of a controlling interest in Outside Broker. Landlord may assign its rights under this Letter Agreement to any party to whom Landlord transfers any of its interests in the Property.

4.7 If any action, suit or other proceeding in law or in equity is brought by any party to this Letter Agreement against another party in connection with any term or provision in this Letter Agreement, and such action results in the award of a judgment for money damages or in the granting of any equitable remedy, all expenses (including reasonable attorneys' fees) of the prevailing party in such action, suit, or other proceeding shall be paid promptly by the non-prevailing party.

4.8 The persons executing this Letter Agreement on behalf of each party represent and warrant each to the other party that such person is duly authorized to bind the party for which execution is made with respect to the terms and conditions of this Letter Agreement.

4.9 Submission of this Letter Agreement for review and execution shall convey no rights nor impose any obligations on any party. This Letter Agreement shall be of no force and effect unless and until both Landlord, Broker, and Outside Broker shall have executed it and counterpart originals thereof shall have been delivered to the respective parties hereto.

4.10 Nothing in this Letter Agreement is intended to confirm or grant any rights to any person other than the parties hereto and their respective successors and permitted assigns, nor to confer upon anyone the status of a third party beneficiary.

4.11 This Letter Agreement shall be construed in accordance with the laws of the State of New York.

4.12 Notwithstanding anything to the contrary contained herein, Outside Broker acknowledges that it has no authority whatsoever to make any representations with respect to the Available Premises or the Property or any improvements thereon and, in this respect, Outside Broker agrees that it shall make no representations with respect to the Available Premises or the Property or any improvements thereon, nor shall anyone under Broker's control and acting on behalf of Broker make any such representations so as to bind Landlord or any Indemnitee in any way. The Outside Broker shall indemnify, defend, and hold Landlord and the Indemnitees harmless from all claims, judgments, costs, and damages (including court costs and reasonable attorneys' fees), determined by a court of competent jurisdiction to have resulted from its breach of this Section 4.12. This provision shall survive the expiration or earlier termination of this Letter Agreement.

4.13 Outside Broker shall not at any time make any statements or other communications in or through any media, or respond (other than with a "no comment" or by referral to Landlord's public relations office) to any media inquiries regarding any transaction with Tenant or regarding any Available Premises or the Property without the prior written consent of Landlord, which may be withheld or denied in Landlord's sole and absolute discretion. This provision shall survive the expiration or earlier termination of this Letter Agreement.

Please indicate your acceptance of and agreement with the provisions of this Letter Agreement by countersigning all of the enclosed counterpart originals of this Letter Agreement and returning an original countersigned Letter Agreement to each of the other parties hereto at the notice address for such party specified in Section 4.3 above.

Very truly yours,

EXHIBIT C

SCHEDULE OF COMMISSIONS FOR CO-BROKERAGE LETTER AGREEMENT

(a) For the first year of any Lease term: of the annual fixed rent or fraction thereof; and

(b) For the second year of any Lease term: of the annual fixed rent or fraction thereof; and

(c) For the third year of any Lease term: of the annual fixed rent or fraction thereof; and

(d) For the fourth year of any Lease term: of the annual fixed rent or fraction thereof; and

(e) For the fifth year of any Lease term: of the annual fixed rent or fraction thereof; and

(f) For the sixth to tenth year(s) of any Lease term: % of the annual fixed rent or fraction thereof; and

(g) For the eleventh to twentieth year(s) of any Lease term: % of the annual fixed rent or fraction thereof; and

(h) For the twenty-first year and each succeeding year of any Lease term thereafter: % of the annual fixed rent or fraction thereof.

I. All commissions shall be prorated for any partial year. For the purposes of this Exhibit C, the term of any Lease shall not include any renewal terms, except as otherwise provided in Section 2.4 of the Letter Agreement. In the event Tenant renews the term of its Lease, exercises any option, expands the Available Premises, or relocates whether pursuant to its Lease or otherwise, Outside Broker shall not be entitled to be paid any commission or other compensation whatsoever, except as provided in Section 2.4 of the Letter Agreement.

II. If the term of Tenant's Lease upon which commissions are otherwise due and payable hereunder fails to commence after execution due solely to Tenant's default, Outside Broker shall refund to Broker the amount of any commissions paid hereunder and Outside Broker's commissions shall be limited to the following: Ten (10%) percent of any consideration received by Landlord from the defaulting Tenant either by forfeiture of security, payment of rent or sums paid in settlement of claims. Payments shall be due to Outside Broker by Broker promptly after receipt of such stated percent of such consideration by Broker from Landlord.