EFTA00585905.txt

"LEON D. BLACK... and RONALD S. LAUDER... (each of Black and Lauder is a "Member")"

"LEON D. BLACK... and RONALD S. LAUDER... (each of Black and Lauder is a "Member")"

"the expressed primary purpose of the Company is to purchase and hold the property listed on Exhibit A (the "Property") as investment property"

"The registered agent of the Company... shall be Corporation Services Company"

"LEON D. BLACK, its Member"

"RONALD S. LAUDER, its Member"

"LEON D. BLACK 50% [under] Name and Address of Member [of] FRIENDS VENTURES LLC"

"RONALD S. LAUDER 50% [under] Name and Address of Member [of] FRIENDS VENTURES LLC"

"the Company shall provide a notice to each Member"

"The Company shall be managed by the Members, acting unanimously"

"Each Member acknowledges and agrees that such Member shall not be entitled to any fee, salary, bonus or other compensation payments in respect of any "

"Schedule K-1 shall be sent to each Member as soon as practicable after the end of each taxable year."

"appointed by both Members, shall act as the "tax matters partner""

"To the extent either Member owns or acquires any copyright in the Property, such copyright shall be conveyed by such Member to the Company"

"each Member (the "Indemnifying Party") agrees to assume absolutely and unconditionally all liability, and to fully reimburse and indemnify the Company"

"The liquidation shall be conducted and supervised by a person who shall be designated for such purpose by the Members (the person for such purpose so "

"the Company shall, as soon as practicable after the expiration of the Estate's Call Right, sell the Property to a third party"

"OPERATING AGREEMENT OF FRIENDS VENTURES LLC EXHIBIT A A certain framed oil painting, known as "Ja - Was? - Bile"

"If the Company elects to insure the Property, it shall insure the Property under a fine arts insurance policy"

"The Property may only be held by either Member during such Member's respective Possession Period"

"The Property may only be held by either Member during such Member's respective Possession Period"

"the sale or other disposition of the Property"

"The business office of the Company shall be c/o Elysium Management LLC"

"if to the Company, to it at: Friends Ventures LLC... Attn: Eileen Alexanderson, CIO"

"Herrick, Feinstein LLP... Attn: Frank Lord, Esq."

"Permitted Locations shall include the following locations: With respect to Leon Black: 760 Park Avenue"

"Permitted Locations shall include the following locations: With respect to Ronald Lauder: 190-200 Narrows Road"

"Permitted Locations shall include the following locations: With respect to Ronald Lauder: 730 Meadow Lane"

"if to the Company... With a copy to: Herrick, Feinstein LLP"