The full text of the Memorandum of Agreement dated June 11, 1984  (the "Contested Option Agreement") entered into between David Kwinter, Aaron Gelber ("Gelber") and Norman Sternthal ("Sternthal"), a one-way option to purchase David Kwinter's interest in the Beacon Hill Villa Project (the "Project") in the event of a dispute among the co-owners of the Project or the death of David Kwinter, is reproduced below.  The original of the Contested Option Agreement was never produced by Gelber and Sternthal (the "Plaintiffs") in the discovery process or the trial of the ultimately unsuccessful legal action instituted by the Plaintiffs to enforce the terms and provisions of the Contested  Option Agreement.