THE MANHATTAN CLUB 200 WEST 56TH STREET NEW YORK, NEW YORK GENERAL BOARD OF DIRECTORS MEETING MINUTES OCTOBER 31, 2008

Present Stuart Eichner - President Scott L. Lager - Vice President Joshua A. Wirshba - General Manager Salvatore P. Reale - Executive Director of Operations Robert Ballot - Non-Sponsor Board Member Neil Gilberg - Non-Sponsor Board Member James T. Dunphy - Non-Sponsor Board Member Fluffy Palmer - Non-voting Owner/Guest Howard Beswick - Non-voting Owner/Guest Roll call was taken and all Members were present. Stuart Eichner, President, presided over the discussion of various topics: Salvatore P. Reale, Executive Director of Operations, was selected to join the Timeshare Association Board as a Sponsor appointed Board Member. Reservations/Availability Extensive discussions regarding how to improve availability. Management reviewed with Board Reservation/Availability procedures as outlined in the Offering Plan. There was consensus that the process is effective and equitable. It was agreed that there is a need to disseminate this information to the membership. Suggestions proposed included email blasts and posting information on Owner's Website. This idea was expanded to include a full FAQ list for the Website. Transient business was also discussed. It was explained that the 2006 budget introduced transient revenue in an effort to create an additional revenue stream for the Association and to mitigate the consequence of the expiration of the Sponsor Guaranty in 2004. Also, it was noted that transients are assigned primarily to Metro Suites that are owned by the Sponsor. Management further cautioned that as the economy continues to contract it may become increasingly difficult to acquire the budgeted transient revenue for the 4th quarter of 2008 and in 2009. At the August 2008 Annual Meeting an Owner proposed that a segment of inventory be purchased by the Association and be set aside for increased Owner availability. Management explained that this would presume 1) that all The Manhattan Club Owners would agree to an increase in maintenance fees for this purchase and 2) the amount of inventory acquired would have a significant impact on all Owners' ability to access inventory. It was agreed that most Owners do have satisfactory access to reservations and that therefore, there is no need to spend more money to acquire intervals on the open market. It was also noted that the number of intervals which would have to be purchased in order to benefit the over 14,000 Owners would be cost prohibitive from both an acquisition and maintenance standpoint. Maintenance Fees Management reviewed with the Board of Directors the history of the Timeshare Association Budgets in relation to the expiration of the Sponsor's Guaranty and the 10% restrictions on budget increases for the years 1997 through 2005. Also discussed was the potential, given the current environment, for the level of Owners failing to pay maintenance fees to increase. Lastly, it was reiterated that the Timeshare Association 2009 Operating Budget calls for a 4.9% increase, which is slightly more than the Urban Consumer Price Index and considerably less than previous years' increases. Election Process for Non-Sponsor Board Members & Nominating Committee The Board of Directors reviewed the procedure outlined in the Offering Plan regarding the Election of Directors and the Nominating Committee. This was precipitated by an Owner's proposal to increase the number of candidates made available "to a minimum of 6 candidates" for the 3 Non-Sponsor Director positions. Secondly, this proposal included a requirement to have each candidate provide a statement of purpose as well as a brief resume. It was agreed to explore further options and discuss at next meeting. Subsequent to this discussion it was unanimously decided and voted upon on 12/1/08 that no more than five (5) qualified candidates are to be nominated for the three (3) Non-Sponsor positions. Operations Management updated the Board of Directors on the status of the Elevator Renovation Project. The renovation and modernization of the main lobby elevators (#3 & #4) has been completed. Work continues to progress for elevators #5 and #6 located in the back of the house. This work should be completed by January 2009. The Manhattan Club's Management explained its ongoing efforts to become more "green" i.e. more environmentally friendly. A laundry conservation program has been instituted. This program allows Owners/ Guests to reduce the number of times linens and towels are replaced during their time in residence. To date this has reduced laundry expenses approximately $10,000 per month. A similar program to educate Owners/Guests regarding electricity usage will be forthcoming. Smoke-Free Policy In response to Owner feedback and Industry standards, Management proposed converting the 19th floor smoking suites to non-smoking. This action will make The Manhattan Club a non-smoking building. There is an overwhelmingly negative reaction by non-smokers and smokers as well when checked into a smoking room. This policy also will help protect our employees from second hand smoke. A procedure for reporting violations will be put into place and a substantial room recovery fee will be assessed to Owners/Guests who fail to comply. After further discussion, Mr. Wirshba made a motion to approve the proposal. Mr. Gilberg seconded the motion. The vote was as follows: Ballot - Yes Gilberg - Yes Dunphy - Yes Eichner - Yes Lager - Yes Wirshba - Yes Reale - Yes The motion was unanimously approved. There being no further business, the meeting was, on motion, adjourned.