Artspace Projects, Inc.
El Barrio's Operation Fightback, Inc;


In keeping with a good faith effort to establish a Joint Venture for trhe development of PS 109 located at te he intersection of Third Avenue and East 99th Street in East Harlem. El Barrio's Operation Fightback, Inc. (EBOF), and Artspace Projects, Inc. (Henceforth known as :The Parties) hereby assert commitment to binding a Joint Venture based on the understanding set forth as follows:

The Parties shall jointly pursue as General Partners the site control of PS 109 for the sole purpose of developing affordable live/work rental units specifically for low-income artists and their families under a 60/40-partnership agreement.

EBOF shall be responsible for the acquisition of the site of the Project on behalf of the Partnership, communicating with the City of New York and Community Planning for the development of PS 109 (the "Project").

Artspace shall be responsible for securing debt and grant financing for the acquisition. Predevelopment, and development of the Project as well as manage the activities of the Partnership subject to Partnership Agreement.

The Parties agree, following the endorsement of this memorandum, to proceed with the planning of the development of PS 109 as a General Partner and enter into a partnership agreement.

The Parties shall form and create plans for the development of the Project to include plans of a community facility. This facility shall be used at least in part for arts or cultural education, provided that such use shall not require any licensing or certification shat shall in any way delay or hinder the development schedule or the opening of the Project.

The Plan shall include the project description, propose use, number of dwelling units; the unit bedroom number and apartment square footage, the proposed financing and tax eligibility status. The Parties agree to present to the Community Planning Board (CPB) the Plan.

The Parties shall construct a development team in order to execute the Plan following the approval of CPB and City site control.

The Parties under the direction of the Architect render opinion on the design of the development that is consistent with zoning regulations and construction cost.

The Parties shall sign into contract a partnership agreement regarding ownership, development and entitlements to the development prior to the closing of the project under Attorney(s) review.

I hereby certify with my signature of approval acceptance of the foregoing contents of this Memorandum of Understanding.


GUS ROSADO Executive Director (EBOF)

Greg Handberg Vice President, Artspace

Agreed and Accepted this
17 day of Oct. 2005 (Notarized)