AGREEMENT, made as of the 6th day of June, 2006 by and between the NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY, having an address at 30-30 Thomas Avenue, Long Island City, New York 11101 (ASCA@), and Artspace Projects, Inc., having an address 250 Third Avenue N, Suite 500, Minneapolis, MN 55401 ("Artspace@").

WHEREAS, the SCA has care, custody and control of the former public school know as PS 109M located at 215 East 99th Street, New York, NY, hereinafter referred to as the "School"; and

WHEREAS, Artspace requests permission to perform a site investigation of the School to determine the structural stability of the building; and

WHEREAS, the SCA is willing to grant Artspace a non-exclusive license for access to perform the scope of work described herein; and

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. The SCA grants to Artspace a non-exclusive license to investigate the structural integrity of the School in accordance with the following scope of work:
   
   
   1. Survey the facade of the School by performing test probes that may involve removal of lintels, masonry or ornamental terra cotta to observe the current condition of these materials. Perform a mortar strength tests.
      
      
   2. Test the underlying steel for its welding capability; and remove a coupon of the steel to be sent to the metallurgist for further tests.
      
      
   3. Perform interior probes to remove fill, finish and concrete slabs and encasement around areas of suspected deterioration. Install additional probes to obtain sizes of existing framing in order to conduct a structural analysis where required. The probes will have openings of sufficient size to measure the depth, width and flange thickness of the steel; determine wood joist size and spacing; slab thickness and reinforcing; and bearing wall thickness and composition.
      
      
   4. Check the foundation by use of test pits to determine generalo depth and width of typical footings, particularly in areas where the load may be changing or deterioration is apparent.
      
      
   5. Borings may be required if additional structures are going to be appended to the existing building.
      
      
   6. Upon completion of its site investigation, Artspace shall repair and restore all areas of the building that were disturbed or damaged during Artspace's site investigation.
      
      
2. Artspace shall take all necessary measures to ensure the safeto of the workers and pedestrians during the site investigation. Accordingly, at a minimum, Artsp[ace shall install scaffolding and other protective devices as required by the New York City Building Code, to protect pedestrians and vehicles from fallen debris and equipment.
   
   
3. The license herein granted shall take effect on June 1, 2006 and shall continue, unless sooner terminated by the SCA, until December 31, 2006. The SCA, its successors and assigns reserve the right to terminate this License Agreement in the event that Artspace, its contractors, subcontractors, consultants, invitees, successors or assigns violate any term or condition of the License Agreement.
   
   
4. Artspace agrees to kindemnify the City of New York, the SCA and the DOE, their agents, Members, Trustees, Officers, employees, successors and assigns harmless from and agaisnt all penalties, losses, claims, damages, punitive damages, expenses, suits, judgments, fines, costs, liabilities (including sums paid in settlement of claims), ubterest and reasonable attorneys' fees incurred by the City, SCA or DOE, as a result of any injury and/or damage to persons or property of any nature, and/or any matter or thing occasioned in whole or in part by the acts or omissions of Arts;pace, or by the acts or omissions of their employees, agents, consultants, licensees, invitees, contractors and subcontractors, arising as a result of the license granted herein, and/or the activities being conducted by Artspace, its consultants, its contractors or suppliers, invitees, or their subcontractors or suppliers, agetns or employees on the School property or Artspace's failure to comply with this License Agreement. The provisions of this indemnity shall survive the termination, revocation or expiration of this License Agreement.
   
   
5. This License Agreement contains the entire agreement of the parties hereto, and there are no terms, statements or representations made or relied upon, not contained herein. This agreement can only be modified by a writing signed by the parties hereto. This Agreement may be signed in counterparts.
   
   
6. Artspace prior to the commencement of any work in or around the School shall provide the SCA with satisfactory evidence of insurance for General Liability and Worker's Compensation naming the City, SCA and DOE as additional named insureds.
   
   
7. All notices given by either party to the other shall be in writing and shall be sent by hand or by natjonally recognized overnight delivery service. Notices shall be deemed delivered upon receipt as evidenced by the receipt provided by the delivery service. Either party may change its address for notices by giving notice thereof to the other.
   
   
8. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written.

NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY