THIS AGREEMENT, made this........day of.......... 19....Between

.................. hereinafter termed the Owner, and ADOLPH SPEAR &

COMPANY, a domestic corporation, hereinafter termed Agent, WITNESSETH

WHEREAS the Owner is seized of the property known as No.............

in the Borough of Manhattan, City of New York, and ..............

WHEREAS the Agent is engaged in the management of Real Estate and general Real Estate brokerage business in the City of New York; and,

WHEREAS, the Owner is desirous of engaging the services of the Agent as sole agent in the manner and upon the terms hereinafter set forth;

Now therefore in consideration of the premises and the sum of One ($1.00) Dollar, the receipt of which is hereby acknowledged, and other good and valuable considerations, the parties hereto have agreed as follows:

First

The Owner does hereby employ and retain the Agent as sole agent for and in connection with the aforesaid property for the term beginning the ......day of........192.., and to end on the ......day of........ 192..

Second

It is further understood and agreed that all applications for space in the said building are to be referred to the Agent, it being the intention that all leases and other arrangements for occupancy in the said building or portions thereof, shall be referred to and closed by the Agent, the Owner hereby conferring the necessary authority to Agent for the purposes aforesaid, and the Agent shall receive a stipulated commission therefor, as hereinafter set forth.

Third

The owner agrees to pay the Agent the usual and customary commission in vogue at the time of making leases for space in said building as promulgated by the Real Estate Board of New York; if a lease be made by a broker other than the Agent, then this broker shall be compensated out of the commission, as above set forth, as and when the same is received by the Agent and no additional charge shall be made by the Agent to the Owner.

Fourth

The Owner also agrees to pay the Agent the aforesaid commission on the renewal of any leases.

Fifth

It is agreed that all commissions that become due hereunder to the Agent, shall in each instance be paid when the leases have been executed.

Sixth

The Owner further agrees to pay the Agent two and one-half per cent of the amount of all money collected, which shall be deducted each month; a statement shall be rendered monthly by the Agent to the Owner, which statement shall show all income and disbursements, and a check for the balance shall be submitted by the Agent to the Owner; for the said commission, the Agent hereby agrees to collect the rents and otherwise generally manage the property.

Seventh

It is further understood and agreed that the Agent shall employ the necessary help, make all necessary purchases, advertise when necessary, contract for and make necessary repairs and the payment therefor, and pay for all expenses in relation to the operation and maintenance of the building for the account of the Owner, such expenses to be deducted monthly and vouchers therefor shall accompany each monthly statement.

Eighth

The Agent is hereby authorized to take any action at law or equity which it should deem necessary or appropriate for the purpose of enforcing collection of money due from tenants or to repossess any portion of the premises which may be necessary or convenient for the management thereof.

Ninth

It is further understood and agreed that the Agent shall place for the account of the Owner, supervise and attend to any and all insurance of any kind or nature that may be needed in connection with the aforesaid property, and any "renewals" of insurance policies as may become due; it is further understood and agreed that the Owner shall include as an assured party, the name of the Agent in the policies covering general, elevator liability and compensation insurance.

Tenth

It is further agreed that upon the termination of this agreement, either by limitation, or by giving notice in the manner hereinafter provided, said Agent shall be entitled to receive one per centum (1%) upon the entire rents that may thereafter become due under any lease or renewal negotiated and consummated by said Agent down to the expiration of said lease or renewal, and said percentage shall, in that event, be and become forthwith due and payable.

Eleventh

It is further understood and agreed that unless written notice is given by either party hereto to the other on or before the first day of the third month preceding the expiration hereof, to the effect that it is the desire of such party not to renew the same, then this contract shall continue in force from year to year.

This agreement shall bind and benefit the personal representatives, successors and assigns of the parties.

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, these presents by the properly authorized parties and the appropriate seals thereto duly affixed, the day and year first above written. Witness:

............................................................. ...........................................................

[L. S.]

As to Owner

........................ ........................................................

[L. S.]

As to Agent

ADOLPH SPEAR & COMPANY.

By...............................

President.