<PAGE>   1


                                                                   EXHIBIT 10.5
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                              AMENDED AND RESTATED
                              OPERATING AGREEMENT
                                       OF
                               GGL VENTURES, LLC

                      A Georgia Limited Liability Company

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THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE GEORGIA SECURITIES ACT OF
1973, AS AMENDED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION SET FORTH IN
SECTION 10-5-9(13) OF SUCH ACT. IN ADDITION, THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE
UPON AN EXEMPTION FROM SUCH REGISTRATION SET FORTH IN THE SECURITIES ACT OF
1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY
NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT AND IN A
TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.





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                               TABLE OF CONTENTS

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ARTICLE I.

         DEFINITIONS

         1.1            Definitions...............................................................................2
         1.2            Construction..............................................................................8

ARTICLE II.

         FORMATION OF THE COMPANY

         2.1            Formation.................................................................................8
         2.2            Name......................................................................................9
         2.3            Principal Place of Business...............................................................9
         2.4            Registered Office and Registered Agent....................................................9

ARTICLE III.

         BUSINESS OF THE COMPANY


ARTICLE IV.

         NAMES AND ADDRESSES OF MEMBERS


ARTICLE V.

         MANAGEMENT

         5.1            Management...............................................................................10
         5.2            Number, Tenure and Qualifications of Managers............................................10
         5.3            Certain Powers of Managers...............................................................10
         5.4            Member Voting Rights.....................................................................11
         5.5            Liability for Certain Acts...............................................................11
         5.6            Members and Managers Have No Exclusive Duty to Company...................................11
         5.7            Certain Transactions.....................................................................11
         5.8            Bank Accounts............................................................................12
         5.9            Indemnity of the Managers, Employees and Other Agents....................................12
         5.10           Resignation..............................................................................12
         5.11           Vacancies................................................................................12
         5.12           Compensation of Manager..................................................................12
         5.13           Decisions Requiring Consent of Class B Member............................................12
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         5.14           Termination of Management Agreement......................................................13
         5.15           Management Agreement.....................................................................13

ARTICLE VI.

         MEETINGS OF MEMBERS

         6.1            Meetings.................................................................................14
         6.2            Place of Meetings........................................................................14
         6.3            Notice of Meetings.......................................................................14
         6.4            Meeting of All Members...................................................................14
         6.5            Record Date..............................................................................14
         6.6            Proxies..................................................................................14
         6.7            Action by Members Without a Meeting......................................................14
         6.8            Waiver of Notice.........................................................................15
         6.9            Meeting by Telephone.....................................................................15
         6.10           Voting Rights of Class B Member..........................................................15

ARTICLE VII.

         RIGHTS AND OBLIGATIONS OF MEMBERS

         7.1            Limitation of Liability..................................................................15
         7.2            No Liability for Company Obligations.....................................................15
         7.3            List of Members..........................................................................15
         7.4            Priority and Return of Capital...........................................................15

ARTICLE VIII.

         CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

         8.1            Members' Initial Capital Contributions and Company Payments..............................16
         8.2            Additional Capital Contributions.........................................................16
         8.3            Maintenance of Capital Accounts..........................................................16
         8.4            Distribution of Assets...................................................................17
         8.5            Compliance with Code Section 704(b)......................................................17

ARTICLE IX.

         DISTRIBUTIONS TO MEMBERS

         9.1            Distributable Cash from Operations.......................................................18
         9.2            Distributable Cash from Sales or Refinancings............................................18
         9.3            Payments of Overdue Amount...............................................................19
         9.4            Interest on and Return of Capital Contribution...........................................19
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         9.5            Loans to Company.........................................................................19

ARTICLE X.

         ALLOCATIONS AND TAXES

         10.1           Allocations of Net Profits...............................................................19
         10.2           Allocation of Net Loss...................................................................20
         10.3           Limitation on Net Loss Allocation........................................................21
         10.4           Nonrecourse Deductions and Member Nonrecourse Deductions.................................21
         10.5           Minimum Gain and Member Nonrecourse Debt Minimum Gain Chargeback ........................21
         10.6           Qualified Income Offset..................................................................21
         10.7           Section 704(c) Allocation................................................................21
         10.8           Distributions Allocable to Nonrecourse Liabilities.......................................21
         10.9           Curative Allocations.....................................................................22
         10.10          Elections................................................................................22
         10.11          Taxes of Taxing Jurisdictions............................................................22
         10.12          Tax Matters Partner......................................................................22

ARTICLE XI.

         BOOKS AND RECORDS

         11.1           Accounting Period........................................................................23
         11.2           Records, Audits and Reports..............................................................23
         11.3           Tax Returns..............................................................................23
         11.4           Financial Statements.....................................................................23
         11.5           Preparation of Returns and Audits........................................................24

ARTICLE XII.

         TRANSFERABILITY

         12.1           Permitted Transfers......................................................................24
         12.2           Admission of Transferees as Member.......................................................24
         12.3           Redemption Right.........................................................................24
         12.4           Effect of Certain Distributions to Class B Member........................................24
         12.5           Withdrawal Events........................................................................25

ARTICLE XIII.

         DISSOLUTION AND TERMINATION

         13.1           Dissolution..............................................................................25
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         13.2           Effect of Dissolution....................................................................26
         13.3           Winding Up, Liquidation and Distribution of Assets.......................................26
         13.4           Certificate of Termination...............................................................27
         13.5           Return of Contribution Nonrecourse to Other Members......................................27

ARTICLE XIV.

         MISCELLANEOUS PROVISIONS

         14.1           Books of Account and Records.............................................................27
         14.2           Application of Georgia Law...............................................................27
         14.3           Derivative Actions.......................................................................27
         14.4           No Action for Partition..................................................................28
         14.5           Notices..................................................................................28
         14.6           Execution of Additional Instruments......................................................28
         14.7           Construction.............................................................................28
         14.8           Headings.................................................................................28
         14.9           Waivers..................................................................................28
         14.10          Rights and Remedies Cumulative...........................................................28
         14.11          Heirs, Successors and Assigns............................................................28
         14.12          Creditors................................................................................28
         14.13          Counterparts.............................................................................28
         14.14          Evidence of Membership Interests.........................................................29
         14.15          Restrictions on Assignment of Membership Interests.......................................29
         14.16          Amendments...............................................................................29
         14.17          Invalidity...............................................................................29
         14.18          Arbitration..............................................................................29
         14.19          Further Assurances.......................................................................30
         14.20          Time.....................................................................................30
         14.21          Entity Characterization..................................................................30
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                                       iv

<PAGE>   6


                              AMENDED AND RESTATED
                              OPERATING AGREEMENT
                                       OF
                               GGL VENTURES, LLC


         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE GEORGIA SECURITIES
ACT OF 1973, AS AMENDED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION SET
FORTH IN SECTION 10-5-9(13) OF SUCH ACT. IN ADDITION, THESE SECURITIES HAVE NOT
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN
RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION SET FORTH IN THE SECURITIES
ACT OF 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY
AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT
AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS
OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.

         THIS AMENDED AND RESTATED OPERATING AGREEMENT OF GGL VENTURES, LLC
(the "Company") is made and entered into as of December __, 1998, by and among
the undersigned parties listed on Exhibit "A" attached hereto and by this
reference made a part hereof (each hereinafter referred to individually, as a
"Class A Member" and collectively, as the "Class A Members"), WGGL Corp., a
Delaware corporation (the "Class B Member"), the undersigned Managers of the
Company, (each hereinafter referred to individually as a "Manager" and
collectively as the "Managers") and the Persons who hereafter become Members or
Managers of the Company in accordance with the provisions hereof.

                                    RECITALS

         WHEREAS, Francesco Galesi entered into that certain Operating
Agreement of GGL Ventures, LLC, a Georgia limited liability company, dated as
of October 1, 1998 (the "Prior Agreement");

         WHEREAS, Francesco Galesi intends to amend and restate the Prior
Agreement to, among other things, admit the Class A Members and the Class B
Member as Members of the Company;

         WHEREAS, the Class A Members and the Class B Member will constitute
the Members of the Company; and

         WHEREAS, this amended and restated Agreement constitutes the Operating
Agreement of the Company;





<PAGE>   7


         NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties to this Agreement hereby amend and restate the Prior
Agreement in its entirety by executing and delivering this Agreement, and
hereby specifically agree as follows:

                                   ARTICLE I.

                                  DEFINITIONS

         1.1 DEFINITIONS. The following terms used in this Operating Agreement
shall have the following meanings (unless otherwise expressly provided herein):

         "ADDITIONAL CAPITAL CONTRIBUTION." As of any given date, any Capital
Contribution made by a Member to the Company pursuant to Section 8.2 in excess
of a Member's Initial Capital Contribution.

         "ADJUSTED CAPITAL ACCOUNT DEFICIT." The Adjusted Capital Account
Deficit of any Member means, as of any particular date, the deficit balance, if
any, in such Member's Capital Account as of such date, as determined in the
manner provided in Section 8.4 hereof and by then adjusting such Capital
Account as so determined as follows:

         (a) Such Capital Account shall be increased to reflect any amounts, if
any, attributable to partnership minimum gain or partner nonrecourse debt
minimum gain which such Member is deemed to be obligated to restore pursuant to
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5).

         (b) Such Capital Account shall be reduced to reflect any items
described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

         (c) If such Adjusted Capital Account Deficit is being determined as of
the last day of a Fiscal Year for purposes of Section 10.6 hereof, then such
Capital Account shall be adjusted to reflect the tentative allocation to such
Member of all amounts that would be required to be allocated to such Member for
such Fiscal Year if Section 10.6 were not a part of this Operating Agreement.

         The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

         "AFFILIATE." means as to any Member or Manager (i) any Person directly
or indirectly controlling, controlled by, or under common control with such
Member or Manager; (ii) any member of the immediate family of such Member or
Manager; (iii) any legal representative, trustee or anyone acting in a
substantially similar capacity as to such Member or Manager; (iv) any Person of
which a majority of the voting interests is owned by such Member or Manager or
an affiliate; or (v) any Person who is an officer, director, general partner,
trustee or holder of five percent (5%) or more of the voting securities or
beneficial interests of such Member or Manager.


                                       2

<PAGE>   8


         "ARTICLES OF ORGANIZATION." The Articles of Organization of the
Company as filed with the Secretary of State of Georgia, as the same may be
amended from time to time.

         "BANKRUPTCY." Any event of dissociation described in Sections
14-11-601(a)(5) or (6) of the Georgia Act.

         "CAPITAL ACCOUNT." A capital account, as defined in Section 8.3 hereof
and maintained in accordance with Section 8.3 hereof.

         "CAPITAL CONTRIBUTION." Any contribution, as defined in Georgia Act
Section 14-11-101(4), to the capital of the Company in cash or property by a
Member whenever made.

         "CLASS A MEMBER." Each of the parties listed on Exhibit "A" who
executes a counterpart of this Operating Agreement as a Class A Member and any
Person who may hereafter become a Class A Member pursuant to this Operating
Agreement.

         "CLASS B MEMBER." WGGL Corp., a Delaware corporation, and any Person
who may hereafter become a Class B Member pursuant to this Operating Agreement.

         "CLASS A MEMBER PREFERRED RETURN." An amount, calculated like simple
interest, at twelve percent (12%) per annum without compounding, computed with
respect to any unreimbursed portion of the Initial Capital Contributions of the
Class A Members, and any unreimbursed portion of any Additional Capital
Contributions contributed to the capital of the Company by any Class A Member.

         "CLASS B MEMBER FIRST PREFERRED RETURN." An amount, calculated like
simple interest, at twelve percent (12%) per annum without compounding,
computed with respect to any Unrepaid Class B Member Capital Contributions.

         "CLASS B MEMBER SECOND PREFERRED RETURN." An amount, calculated like
simple interest, at six percent (6%) per annum without compounding, computed
with respect to any Unrepaid Class B Member Capital Contributions.

         "CODE." The Internal Revenue Code of 1986, as amended from time to
time.

         "COMPANY." GGL Ventures, LLC.

         "DEPRECIATION." For each Fiscal Year, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable for
federal income tax purposes with respect to an asset with respect to such
Fiscal Year, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such Fiscal
Year, Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation,
amortization, or other cost recovery deduction for such Fiscal Year bears to
such beginning adjusted tax basis.

                                       3

<PAGE>   9


         "DISTRIBUTABLE CASH." All cash, revenues and funds received by the
Company, less the sum of the following to the extent paid or set aside by the
Company; (i) all principal and interest payments on indebtedness of the Company
and all other sums paid to lenders; (ii) all cash expenditures incurred
incident to the normal operation of the Company's business; and (iii) such
Reserves as the Managers deem reasonably necessary to the proper operation of
the Company's business. Distributable Cash received by any Managed Entity shall
be distributed to the Company and treated as Distributable Cash of the Company
for purposes of this Operating Agreement.

         "DISTRIBUTABLE CASH FROM OPERATIONS" Any Distributable Cash as herein
defined other than Distributable Cash from Sales or Refinancings.

         "DISTRIBUTABLE CASH FROM SALES OR REFINANCINGS" Any Distributable Cash
as herein defined derived from a sale of any one or more projects owned by the
Company or by any Managed Entity or a refinancing of any loan secured by any
one or more projects owned by the Company or by any Managed Entity or proceeds
of any casualty insurance policy or award from any condemnation or taking of
one or more projects owned by the Company or by any Managed Entity to the
extent either such proceeds or such award is not used for the repair or
redevelopment of the project or used to discharge any loan to the Company or
the Managed Entity, as the case may be.

         "ENTITY." Any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust,
cooperative or association or any foreign trust or foreign business
organization.

         "FISCAL YEAR." The Company's fiscal year, which shall be the calendar
year.

         "GEORGIA ACT." The Georgia Limited Liability Company Act at O.C.G.A.
Section 14-11-100, et seq.

         "GROSS ASSET VALUE." means with respect to any asset, the asset's
adjusted tax basis for federal income tax purposes, except as follows:

         (a) The initial Gross Asset Value of any asset contributed by a Member
to the Company shall be the gross fair market value of such asset, as
determined by agreement of the contributing Member and the other Members;

         (b) The Gross Asset Values of all Company assets shall be adjusted to
equal their fair market values, as determined by agreement of the Members, as
of the following times: (i) the acquisition of an additional interest in the
Company by any new or existing Member in exchange for more than a de minimis
capital contribution; (ii) the distribution by the Company to a Member of more
than a de minimis amount of Company property as consideration for such Member's
interest in the Company; and (iii) the liquidation of the Company within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that
adjustments pursuant to clauses (i) and (ii) above shall be made only if the


                                       4

<PAGE>   10


Managers reasonably determine that such adjustments are necessary or
appropriate to reflect the relative economic interests of the Members in the
Company;

         (c) The Gross Asset Value of any Company asset distributed to any
Member shall be the gross fair market value of such asset on the date of
distribution as determined by the agreement of the distributee Member and the
Managers;

         (d) The Gross Asset Values of Company assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets
pursuant to Code Sections 734(b) or 743(b), but only to the extent that such
adjustments are taken into account in determining Capital Accounts pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset
Values shall not be adjusted pursuant to this clause (d) to the extent that the
Managers determine that an adjustment pursuant to clause (b) above is necessary
or appropriate in connection with a transaction that would otherwise result in
an adjustment pursuant to this clause (d); and

         (e) If the Gross Asset Value of an asset has been determined or
adjusted pursuant to clause (a), (b) or (d) hereof, such Gross Asset Value
shall hereafter be adjusted by the Depreciation taken into account with respect
to such asset for purposes of computing Net Income and Net Loss.

         "INITIAL CAPITAL CONTRIBUTION." The initial contribution to the
capital of the Company made by a Member pursuant to this Operating Agreement.

         "MAJORITY INTEREST." The Membership Interests which at the time the
action is taken have voting rights and which taken together, represent more
than fifty percent (50%) of the Membership Interests of the Members, or of a
class of Members, or a higher percentage (e.g., Seventy-five Percent Majority
Interest), as is expressly stated in the operative Section of this Operating
Agreement.

         "MANAGED ENTITY." An Entity which may be a partnership or limited
liability company and which owns multi-family residential real property, in
which Entity the Company owns an interest and serves as general partner or
manager.

         "MANAGERS." Galesi Woodlake, Inc., a New York corporation, and
Rotterdam Ventures, Inc., a New York corporation, which are designated as the
initial Managers pursuant to this Operating Agreement or any other person that
succeeds any of said Persons in the capacity as Manager.

         "MEMBER." Each of the parties who executes a counterpart of this
Operating Agreement as a Class A Member or Class B Member and each of the
parties who may hereafter become Members.

         "MEMBERSHIP INTEREST." The interest in the Company owned by a Member,
including the Member's rights to distributions and allocations of Net Profits
and Net Losses and the right to

                                       5

<PAGE>   11


exercise the voting or approval rights of a Member. The respective Membership
Interests of each Member, expressed as a percentage, are Class A Members -
26.67% and Class B Member - 73.33%. The respective Membership Interests of the
Class A Members are set forth in Exhibit "A".

         "NET PROFITS" AND "NET LOSSES." means, for each Fiscal Year, the
Company's taxable income or taxable loss for such Fiscal Year, as determined
under Code Section 703(a), and Regulations Section 1.703-1 (and for this
purpose all items of income, gain, loss, or deduction required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in taxable
income or taxable loss), but with the following adjustments:

         (a) Any tax-exempt income, as described in Code Section 705(a)(1)(B),
realized by the Company during such Fiscal Year shall be taken into account in
computing such taxable income or taxable loss as if it were taxable income;

         (b) Any expenditures of the Company described in Code Section
705(a)(2)(B), or treated as expenditures described in Code Section 705(a)(2)(B)
pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted from
such taxable income or loss;

         (c) In the event the Gross Asset Value of any Company asset is
adjusted hereunder, the amount of such adjustment shall be taken into account
as gain or loss from the disposition of such asset for purposes of computing
Net Income or Net Loss;

         (d) Gain or loss resulting from any disposition of property with
respect to which gain or loss is recognized for federal income tax purposes
shall be computed by reference to the Gross Asset Value of the property
disposed of, notwithstanding that the adjusted tax basis of such property
differs from its Gross Asset Value;

         (e) Depreciation, as defined herein, for such Fiscal Year shall be
taken into account in computing such taxable income or taxable loss in lieu of
any amortization, depreciation or cost recovery deduction to which the Company
is entitled for such Fiscal Year with respect to its assets;

         (f) To the extent an adjustment to the adjusted tax basis of any
Company asset pursuant to Code Sections 734(b) or 743(b) is required pursuant
to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in
determining Capital Accounts as a result of a distribution other than in
complete liquidation of a Member's Membership Interest, the amount of such
adjustment shall be treated as an item of gain (if the adjustment increases the
basis of the asset) or loss (if the adjustment decreases the basis of the
asset) from the disposition of the asset and shall be taken into account for
purposes of computing Net Income or Net Loss; and

         (g) Notwithstanding the foregoing, any items which are specially
allocated pursuant to Sections 10.4 through 10.6 hereof shall not be taken into
account in computing Net Income or Net Loss.

                                       6

<PAGE>   12


If the Company's taxable income or taxable loss for such Fiscal Year, as
adjusted in the manner provided in Subsections(a) through (f), is a positive
amount, such amount shall be the Company's Net Profit for such Fiscal Year; and
if negative, such amount shall be the Company's Net Loss for such Fiscal Year.

         "NOTICE." A notice, request, demand or other communication in writing,
delivered pursuant to this Agreement.

         "OFFSETTABLE DECREASE." Any allocation that unexpectedly causes or
increases an Adjusted Capital Account Deficit of a Member as of the end of the
taxable year to which the allocation relates attributable to depletion
allowances under Regulations Section 1.704-1(b)(2)(iv)(k), allocations of loss
and deductions under Code Sections 704(e)(2) or 706(d) or under Regulations
Section 1.751-1(b)(2)(ii), or distributions that, as of the end of the year,
are reasonably expected to be made to the extent they exceed the offsetting
increases to such Member's Capital Account that reasonably are expected to
occur during (or prior to) the taxable years in which such distributions are
expected to be made (other than increases pursuant to a minimum gain chargeback
under Section 10.5 hereof).

         "OPERATING AGREEMENT." This Operating Agreement as originally executed
and as amended from time to time.

         "PENALTY RATE." Fifteen percent (15%) per annum.

         "PROPERTY MANAGER." Any Person who may become the Property Manager as
determined by the Managers.

         "PERSON." Any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors, and assigns of such "Person"
where the context so permits.

         "REGULATIONS." The Federal Income Tax Regulations promulgated under
the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         "RESERVES." With respect to any fiscal period, funds set aside or
amounts allocated during such period to reserves which shall be maintained in
amounts deemed sufficient by mutual agreement of the Class B Member and the
Managers for working capital and to pay taxes, insurance, debt service or other
costs or expenses incident to the ownership or operation of the Company's
business, including its ownership of the Properties.

         "TAXING JURISDICTION." Any state, local, or foreign government that
collects tax, interest or penalties, however designated, on any Member's share
of the income or gain attributable to the Company.

         "TRANSFERRING MEMBER." A Member who sells, assigns, pledges,
hypothecates or otherwise transfers for consideration or gratuitously all or
any portion of its Membership Interest.


                                       7

<PAGE>   13


         "UNPAID CLASS A MEMBER PREFERRED RETURN." with respect to any Class A
Member, the cumulative Class A Member Preferred Return computed with respect to
such Class A Member from the date hereof reduced by the cumulative amount of
distributions paid to the Class A Member pursuant to Sections 9.1(b) and
9.2(c).

         "UNPAID CLASS B MEMBER FIRST PREFERRED RETURN." with respect to the
Class B Member, the cumulative Class B Member First Preferred Return computed
with respect to the Class B Member from the date hereof reduced by the
cumulative amount of distributions paid to the Class B Member pursuant to
Sections 9.1(a) and 9.2(b).

         "UNPAID CLASS B MEMBER SECOND PREFERRED RETURN." with respect to the
Class B Member, the cumulative Class B Member Second Preferred Return computed
with respect to the Class B Member from the date hereof reduced by the
cumulative amount of distributions paid to the Class B Member pursuant to
Sections 9.1(c) and 9.2(d).

         "UNREPAID CLASS B MEMBER CAPITAL CONTRIBUTIONS." with respect to the
Class B Member, the Initial Capital Contribution and cumulative Additional
Capital Contributions made by the Class B Member to the Company from the date
hereof reduced by the cumulative amount of distributions paid to the Class B
Member pursuant to Sections 9.1(d) and 9.2(a).

         1.2 CONSTRUCTION. Whenever the context requires, the gender of all
words used in this Agreement includes the masculine, feminine, and neuter. All
references to Articles and Sections refer to articles and sections of this
Agreement, and all references to Exhibits are to Exhibits attached hereto, each
of which is made a part hereof for all purposes. The captions used herein are
intended for convenience of reference only, shall not constitute any part of
the Agreement and shall not modify or affect in any manner the meaning or
interpretation of any of the provisions of the Agreement. Every covenant, term
and provision of this Agreement shall be construed simply according to its fair
meaning and not strictly for or against any party.

                                  ARTICLE II.

                            FORMATION OF THE COMPANY

         2.1 FORMATION. On October 1, 1998, William M. Joseph formed the
Company as a Georgia Limited Liability Company by executing and delivering
articles of organization to the Secretary of State of Georgia in accordance
with the provisions of the Georgia Act.

         2.2 NAME. The name of the Company as stated in its Articles of
Organization is GGL Ventures, LLC.

         2.3 PRINCIPAL PLACE OF BUSINESS. The principal place of business of
the Company is 695 Rotterdam Industrial Park, Schenectady, NY 12306. The
Company may locate its places of business and registered office at any other
place or places as the Managers may from time to time deem advisable.


                                       8

<PAGE>   14


         2.4 REGISTERED OFFICE AND REGISTERED AGENT. The Company's initial
registered office shall be at the office of its registered agent at 1409
Peachtree Street, N.E., Atlanta, Georgia, and the name of its initial
registered agent at such address is Paul P. Mattingly. The registered office
and registered agent may be changed from time to time by the Company filing the
address of the new registered office and/or the name of the new registered
agent with the Secretary of State of Georgia pursuant to the Georgia Act and
the applicable rules promulgated thereunder.

                                  ARTICLE III.

                            BUSINESS OF THE COMPANY

         The purpose of the Company is to (a) acquire, own, manage, operate,
lease, sell, and otherwise dispose of multi-family residential real property or
interests in Managed Entities, and to invest and reinvesting any funds held as
Reserves pursuant to the terms of this Operating Agreement and (b) enter into a
management agreement with Walden Residential Properties, Inc. ("Walden") or one
or more of its Affiliates (or a management agreement with an Affiliate of a
Class A Member which will assign its interest thereunder to Walden or one or
more of its Affiliates), in the form attached hereto as Exhibit "B" (the
"Management Agreement"). Except as otherwise permitted in this Operating
Agreement, the Company shall not engage in any other activity or business.

                                  ARTICLE IV.

                         NAMES AND ADDRESSES OF MEMBERS

The names and addresses of the Class A Members are as stated in Exhibit "A".
The names and addresses of the Class B Member is:

WGGL Corp.
c/o Walden Residential Properties, Inc.
5080 Spectrum Drive
Suite 1000 East
Addison, Texas  75001.


                                       9

<PAGE>   15


                                   ARTICLE V.

                                   MANAGEMENT

         5.1 MANAGEMENT. The business and affairs of the Company shall be
managed by its Managers. Except for situations in which the approval of the
Members is expressly required by this Operating Agreement or by non-waivable
provisions of applicable law, the Managers shall have full and complete
authority, power and discretion to manage and control the business, affairs and
properties of the Company, to make all decisions regarding those matters and to
perform any and all other acts or activities customary or incident to the
management of the Company's business. At any time when there is more than one
Manager, any one Manager may take any action permitted to be taken by the
Managers. At any time that an Entity is a Manager, any Person who is so
authorized on behalf of such Entity may take any action permitted to be taken
by the Managers of the Company. No Member, other than a Manager, may take any
action on behalf of the Company unless expressly authorized to do so by the
Managers

         5.2 NUMBER, TENURE AND QUALIFICATIONS OF MANAGERS. The Company shall
initially have two Managers. Any Manager shall serve until the earliest of: (i)
resignation of such Manager, (ii) the death, Bankruptcy or adjudicated
incompetency of such Manager, or (iii) the transfer or other disposition by
such Manager of its Class A Member Membership Interest.

         5.3 CERTAIN POWERS OF MANAGERS. Without limiting the generality of
Section 5.1, the Managers shall have power and authority on behalf of the
Company or any Managed Entity:

              (a) To acquire property from any Person as the Managers may
determine. The fact that any Member is directly or indirectly affiliated or
connected with any such Person shall not prohibit the Managers from dealing
with that Person.

              (b) To borrow money from banks, other lending institutions, the
Members, or affiliates of the Members on such terms as the Managers deem
appropriate, and in connection therewith, to hypothecate, encumber and grant
security interests in the assets of the Company or, in the case of borrowing by
a Managed Entity, assets of the Managed Entity, to secure repayment of the
borrowed sums. No debt shall be contracted or liability incurred by or on
behalf of the Company or any Managed Entity except by a Manager, or to the
extent permitted under the Georgia Act, by agents or employees of the Company
expressly authorized to contract such debt or incur such liability by a
Manager.

              (c) To purchase liability and other insurance to protect the
Company's and Managed Entities' properties and business.

              (d) To hold and own real and/or personal properties in the name
of the Company or the Managed Entities, as the case may be.

              (e) To invest any Company or Managed Entity funds temporarily in
checking accounts, time deposits, money market accounts or short-term
governmental obligations.

              (f) To execute (or to authorize any Member to execute) on behalf
of the Company or a Managed Entity all instruments and documents, including,
without limitation, all documents and instruments for the Company contemplated
by or in connection with the Company's ownership of interests in Managed
Entities, checks; drafts; notes and other negotiable instruments; deeds to
secure

                                       10

<PAGE>   16


debt, mortgages or deeds of trust; security agreements; financing statements;
documents providing for the acquisition, mortgage or disposition of the
Company's or Managed Entities' properties, assignments; bills of sale; leases;
partnership agreements; operating agreements of other limited liability
companies; and any other instruments or documents necessary, in the opinion of
the Managers, to conduct the business of the Company or the Managed Entities.

              (g) To employ accountants, legal counsel, managing agents or
other experts to perform services for the Company or any Managed Entity.

              (h) To do and perform all other acts as may be necessary or
appropriate to the conduct of the Company's and Managed Entities' businesses.

         5.4 MEMBER VOTING RIGHTS. Except as expressly provided in this
Operating Agreement, the Members shall not have voting rights with respect to
matters provided in Georgia Act Section 14-11-308.

         5.5 LIABILITY FOR CERTAIN ACTS. The Managers have not guaranteed nor
shall have any obligation with respect to the return of a Member's Capital
Contributions or profits from the operation of the Company. No Manager shall be
liable to the Company or to any Member for any loss or damage sustained by the
Company or any Member except loss or damage resulting from intentional
misconduct or knowing violation of law or a transaction for which such Manager
received a personal benefit in violation or breach of the provisions of this
Operating Agreement. The Managers shall be entitled to rely on information,
opinions, reports or statements, including but not limited to financial
statements or other financial data, prepared or presented in accordance with
the provisions of Georgia Act Section 14-11-305.

         5.6 MEMBERS AND MANAGERS HAVE NO EXCLUSIVE DUTY TO COMPANY. Neither
the Managers nor any Member shall be required to manage the Company as its sole
and exclusive function and the Managers and the Members may have other business
interests and may engage in other activities in addition to those relating to
the Company, whether the same are competitive with the Company or otherwise.
Neither the Company nor any Member shall have any right, by virtue of this
Operating Agreement, to share or participate in such other investments or
activities of the Managers or of any Member or to the income or proceeds
derived therefrom.

         5.7 CERTAIN TRANSACTIONS. The Company is permitted in the normal
course of its business to enter into transactions with any Member or Manager,
or with any Affiliate of any Member or Manager, provided that (a) the proposed
transaction is disclosed to all Members prior to its consummation and (b) the
price and other terms of such transaction are fair to the Company and that the
price and other terms of such transactions are not less favorable to the
Company than those generally prevailing with respect to comparable transactions
between unrelated parties. Georgia Act Section 14-11-307 relating to
conflicting interest transactions shall not apply.

         5.8 BANK ACCOUNTS. The Managers may from time to time open bank
accounts in the name of the Company, and only the Managers may determine the
authorized signatories thereon.


                                       11

<PAGE>   17


         5.9 INDEMNITY OF THE MANAGERS, EMPLOYEES AND OTHER AGENTS. To the
fullest extent permitted under Georgia Act Section 14-11-306, the Company shall
indemnify the Managers, their employees and agents and make advances for
expenses to the Managers with respect to such matters to the maximum extent
permitted under applicable law. The Company shall indemnify its employees and
other agents who are not a Manager to the fullest extent permitted by law.

         5.10 RESIGNATION. Any Manager of the Company may resign at any time by
giving written notice to the Members of the Company. The resignation of any
Manager shall take effect upon receipt of notice thereof or at such later time
as shall be specified in such notice; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
The resignation of a Manager shall not affect the Manager's rights as a Member
and shall not constitute his withdrawal as a Member.

         5.11 VACANCIES. Upon the resignation, death, Bankruptcy or adjudicated
incompetency of a Manager, or the transfer by a Manager of its Membership
Interest as a Class A Member, a replacement Manager shall be designated by the
vote of (a) Class A Members owning a Majority Interest of the Class A Members
and (b) the Class B Member (if at such time the Class B Member has voting
rights pursuant to Section 6.10 hereof).

         5.12 COMPENSATION OF MANAGER. The Managers shall receive no
compensation for their services to the Company. The Managers shall be
reimbursed for all reasonable expenses paid to third parties and incurred in
connection with managing the Company. Additionally, so long as WGGL Corp. holds
a Class B Membership Interest, no fees shall be payable to the Managers, their
Affiliates or any other Class A Member.

         5.13 DECISIONS REQUIRING CONSENT OF CLASS B MEMBER. The Managers shall
not take or cause or permit to be taken by the Company, any of the following
actions without the consent of the Class B Member:

              (a) issue any Membership Interest which ranks in parity with, or
senior to, in terms of allocation of profits and losses, distributions of cash
from operations or distribution of cash from sales or refinancings, the
interest held by the Class B Member or amend or otherwise modify the terms of
Sections 9.1 and 9.2 hereof,

              (b) the refinancing of any loans secured by any one or more
projects owned by the Company or by any Managed Entity,

              (c) making, or committing to make, capital expenditures with
respect to one or more of the properties or projects held by the Company or any
Managed Entity, which individually or in the aggregate will require payment by
the Company in excess of $250,000; provided that the acquisition of the
properties listed on Exhibit "C" attached hereto and incorporated by reference
herein shall be deemed approved by all Members,

              (d) dissolving the Company or any Managed Entity, or


                                       12

<PAGE>   18


              (e) merging or otherwise consolidating the Company or any Managed
Entity with or into any Person other than the Class B Member.

         5.14 TERMINATION OF MANAGEMENT AGREEMENT. If the Managers terminate
the Management Agreement prior to the expiration of its term, the Redemption
Right provided in Section 12.3 shall be accelerated and exercisable by the
Class B Member as of the date of such termination.

         5.15 MANAGEMENT AGREEMENT. The Members agree and acknowledge that if
the Property Manager (and the Property Manager is WGGL Corp.) has been assigned
the Management Agreement from an Affiliate of a Class A Member (or the
Management Agreement is a sub-management agreement pursuant to which an
Affiliate of a Class A Member subcontracts management responsibilities to the
Property Manager), the Managers shall use their best efforts to obtain from
each of the Company's Lenders an agreement permitting the Company to enter into
the Management Agreement directly with the Property Manager. Notwithstanding
anything to the contrary contained in this Agreement, the Members recognize and
agree that the Agreement of Purchase and Sale between the Company and Double
GFM Ventures, LLC, as Buyer, and certain Lane Company affiliates, as Sellers,
fully executed on December 22, 1998 ("the Purchase and Sale Contract") provides
for a transition period pursuant to which Double GFM Ventures, LLC will
subcontract the management responsibilities for the seven (7) properties
acquired in the "Initial Closing" (as that term is defined in the Purchase and
Sale Contract) to Realty Management Corp. d/b/a The Lane Company ("RMC").
Further, the Members recognize and agree that with respect to certain other
properties there may be a transition period during which the management of such
properties may be performed by RMC pursuant to subcontracts with an Affiliate
of a Class A Member. Finally, with respect to those properties identified on
Exhibit "C" hereto as "Summercourt," "Summercourt II," "Summeroak" and
"Summerwind," the Members recognize and agree that the foregoing properties
will be managed by RMC until such time as the "Conversion Conditions" (as such
term is defined in the Purchase and Sale Contract) with respect to the
Summercourt II property have been satisfied and the "Earnout Amount" (as such
term is defined in the Purchase and Sale Contract) with respect to the
Summercourt II property has been paid.

                                  ARTICLE VI.

                              MEETINGS OF MEMBERS

         6.1 MEETINGS. Meetings of the Members, for any purpose or purposes,
unless proscribed by statute, may be called by any Member or Manager.

         6.2 PLACE OF MEETINGS. The Members by agreement may designate any
place, either within or outside the State of Georgia, as the place of meeting
for any meeting of the Members. If no designation is made, or if a special
meeting be called, the place of meeting shall be the principal executive office
of the Company in the State of Georgia.

         6.3 NOTICE OF MEETINGS. Written notice stating the place, day and hour
of the meeting and the purpose or purposes for which the meeting is called
shall be delivered not less than three (3) nor


                                      13
<PAGE>   19


more than sixty (60) days before the date of the meeting, either personally or
by mail, by or at the direction of the person calling the meeting, to each
Member entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered upon being deposited in the United States mail, addressed to
the Member at its address as it appears on the books of the Company, with
postage thereon prepaid.

         6.4 MEETING OF ALL MEMBERS. If all of the Members shall meet at any
time and place, either within or outside of the State of Georgia, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any lawful action may be taken.

         6.5 RECORD DATE. For the purpose of determining Members entitled to
notice of or to vote at any meeting of members or any adjournment thereof, or
Members entitled to receive payment of any distribution, or in order to make a
determination of Members for any other purpose, the date on which notice of the
meeting is mailed or the date on which the resolution declaring such
distribution is adopted, as the case may be, shall be the record date for such
determination of Members. When a determination of Members entitled to vote at
any meeting of Members has been made as provided in this Section, such
determination shall apply to any adjournment thereof.

         6.6 PROXIES. At all meetings of Members a Member may vote in person or
by proxy executed in writing by the Member or by a duly authorized
attorney-in-fact. Such proxy shall be filed with a Member attending the meeting
before or at the time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.

         6.7 ACTION BY MEMBERS WITHOUT A MEETING. Action required or permitted
to be taken at a meeting of Members may be taken without a meeting if the
action is evidenced by one or more written consents describing the action
taken, signed by the necessary Members entitled to vote and required to approve
such action. Action taken under this Section is effective when the Members
required to approve such action have signed the consent, unless the consent
specifies a different effective date. The record date for determining Members
entitled to take action without a meeting shall be the date the first Member
signs such written consent. Written notice of such action effected by written
consent shall be given to the Members who have not executed such written
consent within sixty (60) days after such action has been approved by the
Members as herein provided.

         6.8 WAIVER OF NOTICE. When any notice is required to be given to any
Member, a waiver thereof in writing signed by the person entitled to such
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.

         6.9 MEETING BY TELEPHONE. Members may also meet by conference
telephone call if all Members participating can hear one another on such call
and the requisite notice is given or waived.

         6.10 VOTING RIGHTS OF CLASS B MEMBER. The interests of the Class B
Member shall have no voting rights associated therewith, except as otherwise
provided in this Operating Agreement. The Class B Membership Interest shall
have all voting rights provided under this Operating Agreement and the Georgia
Act and shall be entitled to participate in and vote at all meetings of Members
if:

                                      14

<PAGE>   20


              (a) the amount payable by the Company pursuant to Section 12.3,
upon the exercise by the Class B Member of its Redemption Right, is not paid in
full by the 180th day following the date of the Notice to the Managers that the
Class B Member is exercising its Redemption Right;

              (b) the Management Agreement is terminated prior to the
expiration of its term and the Class B Member has not received the amount
payable to it pursuant to Section 5.14; or

              (c) the Company has failed to make Distributions of Distributable
Cash from Operations to the Class B Member for two consecutive fiscal quarters.

                                  ARTICLE VII.

                       RIGHTS AND OBLIGATIONS OF MEMBERS

         7.1 LIMITATION OF LIABILITY. Each Member's liability shall be limited
as set forth in this Operating Agreement, the Georgia Act and other applicable
law.

         7.2 NO LIABILITY FOR COMPANY OBLIGATIONS. No Member will have any
personal liability for any debts or losses of the Company beyond his respective
Capital Contributions, except as provided by law.

         7.3 LIST OF MEMBERS. Upon written request of any Member, the Managers
shall provide a list showing the names and addresses of all Members and the
other information required by Georgia Act Section 14-11-313 and maintained
pursuant to Section 11.2.

         7.4 PRIORITY AND RETURN OF CAPITAL. Except as may be expressly
provided herein, no Member shall have priority over any other Member, either as
to the return of Capital Contributions or as to Net Profits, Net Losses or
distributions. This Section shall not apply to loans (as distinguished from
Capital Contributions) which a Member has made to the Company.

                                 ARTICLE VIII.

               CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

         8.1 MEMBERS' INITIAL CAPITAL CONTRIBUTIONS AND COMPANY PAYMENTS.
Promptly following the request of the Company, the Class A Members shall
contribute an aggregate amount of $20,000,000.00 as their Initial Capital
Contribution to be divided among said Class A Members as set forth in Exhibit
"A" and the Class B Member shall contribute an aggregate of $55,000,000.00 as
its Initial Capital Contribution, of which the Class B Member shall contribute
$13,000,000.00 on the date hereof, with the remaining portion of its Initial
Contribution to be contributed on such dates and in such amounts as shall be
mutually agreed to by the Managers and the Class B Member. On the date hereof,
the Company shall pay Walden (as defined in Article III hereof) a one-time
investment fee of $550,000.00, to reimburse Walden for its expenses in
connection with the 


                                      15

<PAGE>   21


transaction contemplated by this Agreement. On the date hereof, the Company
shall pay to the Class B Member a prepaid distribution for the period through
December 31, 1998 in the amount of $12,822.00.

         8.2 ADDITIONAL CAPITAL CONTRIBUTIONS. No Member shall have any
obligation to make any Capital Contribution in excess of its Initial Capital
Contribution described in Section 8.1 above. The Managers may from time to time
make a written request to the Members for such Additional Capital Contributions
as are determined by the Managers to be necessary and appropriate in connection
with the conduct of the business of the Company and ownership of its properties
and in order to pay taxes, insurance premiums, principal and interest on
indebtedness of the Company and various other costs of the operation of the
Company and ownership of the Properties, including capital expenditures. Such
Additional Capital Contributions shall be requested in proportion to the
respective Membership Interests of each of the Members and shall be payable
within ten (10) days of the written request from the Managers. If all Members
do not make such Additional Capital Contributions on a timely basis, then the
contributing Members shall have the opportunity, but not the obligation, to
contribute such amounts to the Company that the noncontributing Members failed
to contribute on a pro rata basis in accordance with their Membership
Interests. Any opportunities to make such Additional Capital Contributions that
are declined may be reoffered to the Members who have agreed to make such
Additional Capital Contributions on a pro rata basis in proportion to their
Membership Interests until the entire amount needed is contribute to the
Company or said Members have declined to contribute any remaining amount. Any
remaining amount may be loaned to the Company by Members with such interest and
such other terms as may be agreed upon between the Members making such loans
and the Company. Any such amounts which are not loaned or contributed to the
Company by the Members may be borrowed by the Company from third parties in the
discretion of the Managers.

         8.3 MAINTENANCE OF CAPITAL ACCOUNTS. A Capital Account shall be
established and maintained for each Member. Each Member's Capital Account (a)
shall be increased by (i) the amount of money contributed by that Member to the
Company, (ii) the fair market value of property contributed by that Member to
the Company (net of liabilities secured by the contributed property that the
Company is considered to assume or take subject to under Code Section 752), and
(iii) allocations to that Member of Company income and gain (or items thereof),
including income and gain exempt from tax and income and gain described in
Regulations Section 1.704-1(b)(2)(iv)(g), but excluding income and gain
described in Regulations Section 1.704-1(b)(4)(i), and (b) shall be decreased
by (i) the amount of money distributed to that Member by the Company, (ii) the
fair market value of property distributed to that Member by the Company (net of
liabilities secured by the distributed property that the Member is considered
to assume or take subject to under Code Section 752), (iii) allocations to that
Member of expenditures of the Company described in Code Section 705(a)(2)(B),
and (iv) allocations of Company loss and deduction (or items thereof),
including loss and deduction described in Regulations Section
1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above
and loss or deduction described in Regulations Sections 1.704-1(b)(4)(i) or
1.704-1(b)(4)(iii). The Members' Capital Accounts also shall be maintained and
adjusted as permitted by the provisions of Regulations Section
1.704-1(b)(2)(iv)(f) and as required by the other provisions of Regulations
Sections 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect
the allocations to the Members of depreciation, depletion, amortization, and
gain or loss as computed for book purposes rather than the allocation of the
corresponding items as computed for tax purposes, as required by Regulations
Section 1.704-1(b)(2)(iv)(g). A Member that


                                      16

<PAGE>   22


has more than one Membership Interest shall have a single Capital Account that
reflects all its Membership Interests, regardless of the class of Membership
Interests owned by that Member and regardless of the time or manner in which
those Membership Interests were acquired. On the transfer of all or part of a
Membership Interest, the Capital Account of the transferor that is attributable
to the transferred Membership Interest or part thereof shall carry over to the
transferee Member in accordance with the provisions of Regulations Section
1.704-l(b)(2)(iv)(l). In any event, the Capital Accounts of the Members shall
be determined and maintained throughout the term of the Company in accordance
with the principles of Regulations Section 1.704-1(b)(2)(iv).

         8.4 DISTRIBUTION OF ASSETS. If the Company at any time distributes any
of its assets in-kind to any Member, the Capital Account of each Member shall
be adjusted to account for that Member's allocable share (as determined under
Article X below) of the Net Profits or Net Losses that would have been realized
by the Company had it sold the assets that were distributed at their respective
fair market values immediately prior to their distribution.

         8.5 COMPLIANCE WITH CODE SECTION 704(B). The provisions of this
Article VIII as they relate to the maintenance of Capital Accounts are
intended, and shall be construed, and, if necessary, modified to cause the
allocations of profits, losses, income, gain and credit pursuant to Article X
to have substantial economic effect under the Regulations promulgated under
Code Section 704(b), in light of the distributions made pursuant to Article IX
and Article XIII. Notwithstanding anything herein to the contrary, this
Operating Agreement shall not be construed as creating a deficit restoration
obligation.

                                  ARTICLE IX.

                            DISTRIBUTIONS TO MEMBERS

         9.1 DISTRIBUTABLE CASH FROM OPERATIONS. Distributable Cash from
Operations received by the Company shall be declared on the 15th day (or if
such day is not a business day, then on the next business day thereafter) prior
to the end of each fiscal quarter and distributed on or prior to the 30th day
(or if such day is not a business day, then on the next business day
thereafter) following the end of each fiscal quarter (the "Operations
Distribution Date") by the Managers in the following manner and order of
priority:

              (a) First, to the Class B Member to pay any Overdue Amount;

              (b) Second, to the Class B Member to pay the Unpaid Class B
Member First Preferred Return;

              (c) Third, to the Class A Members in proportion to and to the
extent of each Class A Member's Unpaid Class A Member Preferred Return;

              (d) Fourth, to the Class B Member to pay the Unpaid Class B
Member Second Preferred Return;


                                      17

<PAGE>   23


              (e) Fifth, to the Class B Member to pay the Unrepaid Class B
Member Capital Contributions; and

              (f) Sixth, to the Class A Members in proportion to each Class A
Member's Membership Interest.

         9.2 DISTRIBUTABLE CASH FROM SALES OR REFINANCINGS. Distributable Cash
from Sales or Refinancings received by the Company shall be distributed by the
Managers not later than fifteen (15) business days following the Company's
receipt thereof (the "Sale Distribution Date") in the following manner and
order of priority:

              (a) First, to the Class B Member to pay any Overdue Amount;

              (b) Second, to the Class B Member to pay the Unrepaid Class B
Member Capital Contributions;

              (c) Third, to the Class B Member to pay the Unpaid Class B Member
First Preferred Return;

              (d) Fourth, to the Class B Member to pay the Unpaid Class B
Member Second Preferred Return;

              (e) Fifth, to the Class A Members in proportion to and to the
extent of each Class A Member's Unpaid Class A Member Preferred Return; and

              (f) Sixth, to the Class A Members in proportion to each Class A
Member's Membership Interest.

         9.3 PAYMENTS OF OVERDUE AMOUNT. If for any reason the Company does not
pay on any Operations Distributions Date or any Sale Distribution Date to the
Class B Member the total amount of Distributable Cash from Operations or
Distributable Cash from Sales or Refinancings, as applicable, in respect of
such holder's Membership Interest due on such Operations Distributions Date or
Sale Distribution Date, the amount of such distribution which is not paid shall
be treated as loaned to the Company and shall accrue interest at a rate equal
to the Penalty Rate until such unpaid amount and the accrued and unpaid
interest thereon (collectively, the "Overdue Amount") is paid in full. The
Company shall pay the Overdue Amount as soon as possible, and shall not be
required to wait until a distribution date to make such payment.

         9.4 INTEREST ON AND RETURN OF CAPITAL CONTRIBUTION. No Member shall be
entitled to interest on its Capital Contribution or to return of its Capital
Contribution, except as otherwise specifically provided for herein.

         9.5 LOANS TO COMPANY. Nothing in this Operating Agreement shall
prevent any Member from making secured or unsecured loans to the Company by
agreement with the Company, provided that the interest payable on such loans
shall not exceed an amount per annum equal to the prime rate published in the
Wall Street Journal on the dates such loans are made, plus 2%. The making of
any loan by a Member shall not create any additional fiduciary duty between the
Member and the 


                                      18

<PAGE>   24


Company and shall not otherwise restrict the right to foreclose, or restrict
any other legal remedies which may be exercised by the Member as may be
provided to a third party creditor under law.

                                   ARTICLE X.

                             ALLOCATIONS AND TAXES

         10.1 ALLOCATIONS OF NET PROFITS. After giving effect to the
allocations described in Sections 10.4, 10.5, and 10.6 hereof, the Net Profits
of the Company for each Fiscal Year shall be allocated for both book and tax
purposes as follows:

              (a) First, to the extent that Net Losses have been allocated to
the Members under Section 10.3 for any prior Fiscal Year, Net Profits shall be
allocated to the Members in proportion to and to the extent of the excess, if
any, of the aggregate Net Losses allocated to such Members under Section 10.3
over the aggregate Net Profits previously allocated to such Members under this
Section 10.1(a);

              (b) Second, to the extent that Net Losses have been allocated to
the Members under Section 10.2 for any prior Fiscal Year, Net Profits shall be
allocated to the Members in the inverse order of priority to the manner in
which such Net Losses were allocated, in proportion to and to the extent of the
excess, if any, of the aggregate Net Losses allocated to such Members under
Section 10.2 over the aggregate Net Profits previously allocated to such
Members under this Section 10.1(b);

              (c) Third, to the Class B Member to the extent of the excess, if
any, of the aggregate amounts of distributions made to such Class B Member
pursuant to Sections 9.1(a) and (b) and 9.2(a), (c) and (d) over the aggregate
Net Profits previously allocated to such Class B Member pursuant to this
Section 10.1(c) and Sections 10.1(f);

              (d) Fourth, to the Class A Members in proportion to and to the
extent of the respective excesses, if any, of the aggregate amounts of
distributions made to such Class A Members pursuant to Sections 9.1(c) and
9.2(e) over the aggregate Net Profits previously allocated to such Class A
Members pursuant to this Section 10.1(d) and Section 10.1(g);

              (e) Fifth, to the Class B Member to the extent of the excess, if
any, of the aggregate amounts of distributions made to such Class B Member
pursuant to Section 9.1(d) over the aggregate Net Profits previously allocated
to such Class B Member pursuant to this Section 10.1(e) and Section 10.1(h);

              (f) Sixth, to the Class B Member to the extent of the Unpaid
Class B Member First Preferred Return;

              (g) Seventh, to the Class A Members in proportion to and to the
extent of their respective Unpaid Class A Member Preferred Returns;

              (h) Eighth, to the Class B Member to the extent of the Unpaid
Class B Member Second Preferred Return; and


                                      19

<PAGE>   25


              (i) Ninth, the remainder to the Class A Members in proportion to
their respective Membership Interests.

         10.2 ALLOCATION OF NET LOSS. After giving effect to the allocations
described in Sections 10.4, 10.5, and 10.6 hereof, the Net Losses of the
Company for each Fiscal Year shall be allocated for both financial reporting
and tax purposes as follows:

              (a) First, to the extent that Net Profits have been allocated to
the Members under Section 10.1 for any prior Fiscal Year, Net Losses shall be
allocated to the Members in the inverse order of priority to the manner in
which such Net Profits were allocated, in proportion to and to the extent of
the excess, if any, of the aggregate Net Losses allocated to such Members under
Section 10.2 over the aggregate Net Profits previously allocated to such
Members under this Section 10.2(a);

              (b) Second, to the Class A Members in proportion to and to the
extent of their respective positive Capital Account balances, if any;

              (c) Third, to the Class B Member to the extent of its positive
Capital Account balance, if any; and

              (d) Fourth, the remainder to the Class A Members in proportion to
their respective Membership Interests.

         10.3 LIMITATION ON NET LOSS ALLOCATION. Notwithstanding the provisions
of Section 10.2, if the amount of Net Loss for any Fiscal Year that would
otherwise be allocated to a Member under Section 10.2 would cause or increase
an Adjusted Capital Account Deficit of such Member as of the last day of such
Fiscal Year, then an amount of such Net Loss equal to such excess shall be
allocated to the other Members, in proportion to their respective Membership
Interests, to the extent allowable under this Section 10.3, and the remainder
of such Net Loss, if any, shall be allocated to that Member.

         10.4 NONRECOURSE DEDUCTIONS AND MEMBER NONRECOURSE DEDUCTIONS.
Nonrecourse Deductions as defined in Regulations Section 1.704-2(c) shall be
allocated according to the Membership Interest of each Member. Notwithstanding
any provision hereof to the contrary, any item of Company loss, deduction, or
expenditure described in Code Section 705(a)(2)(B) for any Fiscal Year (or any
portion of any such item) that is required to be allocated to the Members under
Regulations Section 1.704-2(i)(1) shall be allocated to the Members for such
Fiscal Year in the manner so required by such Regulation.

         10.5 MINIMUM GAIN AND MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK.
Notwithstanding any provision hereof to the contrary, any item of Company
income or gain for any Fiscal Year (or any portion of any such item) that is
required to be allocated to the Members under Regulations Sections 1.704-2(f)
or 1.704-2(i)(4) shall be allocated to the Members for such Fiscal Year in the
manner so required by such Regulations.

         10.6 QUALIFIED INCOME OFFSET. In the event any Member, in such
capacity, unexpectedly receives an Offsettable Decrease, such Member will be
allocated items of income and gain 


                                      20

<PAGE>   26


(consisting of a pro rata portion of each item of partnership income and gain
for such year) in an amount and manner sufficient to offset such Offsettable
Decrease as quickly as possible.

         10.7 SECTION 704(c) ALLOCATION. Any item of income, gain, loss, and
deduction with respect to any property (other than cash) that has been
contributed by a Member to the capital of the Company, that is deemed to have
been contributed to the capital of the Company under Code Section 708 and the
Regulations promulgated thereunder, or that has been revalued in accordance
with Regulations Section 1.704-1(b)(2)(iv)(f) and which is required to be
allocated to the Members for income tax purposes under Code Section 704(c) or
Regulations Section 1.704-1(b)(2)(iv)(f) so as to take into account the
variation between the tax basis of such property and its agreed upon fair
market value at the time of its contribution or revaluation, as the case may
be, shall be allocated to the Members solely for income tax purposes as so
required using any method permitted by the Regulations as is determined by the
Managers in its sole discretion.

         10.8 DISTRIBUTIONS ALLOCABLE TO NONRECOURSE LIABILITIES. The
determination of whether any distribution by the Company pursuant to Article IX
hereof is allocable to the proceeds of a nonrecourse liability of the Company
shall be made by the Managers under any reasonable method in accordance with
Regulations Section 1.704-2(h)(2) which, to the extent possible, will prevent
any such distribution from ultimately causing an allocation to one or more
Members that will result in a distortion of the manner in which the Members
intend to divide Company distributions under Articles IX and XIII hereof.

         10.9 CURATIVE ALLOCATIONS. The allocations set forth in Sections 10.4,
10.5 and 10.6 hereof (the "Regulatory Allocations") are intended to comply with
certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. The
Members do hereby acknowledge and agree that the Regulatory Allocations may not
be consistent with the manner in which the Members intend to divide Company
distributions. Accordingly, the Managers are hereby authorized and directed to
divide other allocations of Net Profits and Net Losses (or portions thereof)
among the Members in any reasonable manner so that, after such offsetting
special allocations are made, the amount of each Member's Capital Account will
be, to the extent possible, equal to the Capital Account balance such Member
would have had if the Regulatory Allocations were not a part of this Operating
Agreement and all Company items had been allocated to the Members solely
pursuant to Sections 10.1, 10.2 and 10.3 hereof.

         10.10 ELECTIONS. The Managers may make any tax elections for the
Company allowed under the Code or the tax laws of any state or other
jurisdiction having taxing jurisdiction over the Company.

         10.11 TAXES OF TAXING JURISDICTIONS. To the extent that the laws of
any Taxing Jurisdiction requires, each Member requested to do so by the
Managers will submit an agreement indicating that the Member will make timely
income tax payments to the Taxing Jurisdiction and that the Member accepts
personal jurisdiction of the Taxing Jurisdiction with regard to the collection
of income taxes attributable to the Member's income, and interest, and
penalties assessed on such income. If the Member fails to provide such
agreement, the Company may withhold and pay over to such Taxing Jurisdiction
income taxes with respect to such income. Any such payments with respect to the
income of a Member shall be treated as a distribution for purposes of Article
IX. The Managers may, where permitted by the rules of any Taxing Jurisdiction,
file a composite, combined or 


                                      21

<PAGE>   27


aggregate tax return reflecting the income of the Company and pay the tax,
interest and penalties of some or all of the Members on such income to the
Taxing Jurisdiction, in which case the Company shall inform the Members of the
amount of such tax, interest and penalties so paid. All amounts withheld by the
Company pursuant to the Code or any provisions of state or local tax law from
any payment or distribution to the Members and paid to any Taxing Jurisdiction
or any other payment by the Company to any Taxing Jurisdiction pursuant to the
Code or any provisions of state or local tax law on behalf of any Member shall
be treated as amounts distributed to the relevant Member or Members pursuant to
Sections 9.1 and 9.2.

         10.12 TAX MATTERS PARTNER. Rotterdam Ventures, Inc. shall be
designated as the tax matter partner of the Company pursuant to Code Section
6231(a)(7). The tax matters partner shall take such action as may be necessary
to cause each other Member to become a notice partner within the meaning of
Code Section 6223.

                                  ARTICLE XI.

                               BOOKS AND RECORDS

         11.1 ACCOUNTING PERIOD. The Company's accounting period shall be the
calendar year.

         11.2 RECORDS, AUDITS AND REPORTS. At the expense of the Company, the
Managers shall maintain records and accounts of all operations and expenditures
of the Company. The Company shall keep at its principal place of business the
following records:

              (a) A current list of the full name and last known address of
each Member and Manager;

              (b) Copies of records to enable a Member to determine the
relative voting rights, if any;

              (c) A copy of the Articles of Organization of the Company and all
amendments thereto;

              (d) Copies of the Company's federal, state, and local income tax
returns and reports, if any, for the three most recent years;

              (e) Copies of the Company's written Operating Agreement, together
with any amendments thereto;

              (f) Copies of any financial statements of the Company for the
three most recent years.

         11.3 TAX RETURNS. So long as WGGL Corp. is a Class B Member, the
Managers shall cause WGGL Corp. to prepare and timely file all tax returns
required to be filed by the Company pursuant to the Code and all other tax
returns deemed necessary and required in each jurisdiction in which the Company
does business. Schedules K-1 or estimated tax information if the Company's 

                                      22

<PAGE>   28


tax returns are not yet finalized shall be furnished to the Members by March
15th after the end of the Company's Fiscal Year and Schedules K-1 shall in all
events be furnished to the Members no later than one hundred eighty (180) days
following the end of the Company's Fiscal Year. Class A Member shall have the
right to approve all tax returns.

         11.4 FINANCIAL STATEMENTS. So long as WGGL Corp. is a Class B Member,
the Managers shall cause WGGL Corp. to prepare an annual audit of the Company's
books and records through the use of a nationally recognized accounting firm
which audit shall be completed and distributed to each of the Members no later
than one hundred twenty (120) days following the end of each Fiscal Year. The
audited financial statements shall be distributed to each of the Members within
thirty (30) days following the receipt thereof by the Managers.

         11.5 PREPARATION OF RETURNS AND AUDITS. So long as WGGL Corp. holds a
Class B Membership Interest, it shall prepare all tax returns and audits of the
Company's books and records.

                                  ARTICLE XII.

                                TRANSFERABILITY

         12.1 PERMITTED TRANSFERS. A Member may transfer all or part of its
Membership Interest to any Person who is not an Affiliate of such Member or who
is not a Member, only with the prior written consent of any Manager and all
other Members, which consent shall not be unreasonably withheld.

         12.2 ADMISSION OF TRANSFEREES AS MEMBER. Any Person who is a
transferee of a Membership Interest pursuant to this Article XII and who is not
a Member of the Company shall possess only the economic rights attributable to
the transferred Membership Interest and shall not be a Member until:

              (a) the transferee executes a counterpart to this Operating
Agreement; and

              (b) the Company receives from the transferee the information and
agreements that the Managers may reasonably require, including, but not limited
to, the taxpayer identifying number and any agreement that may be required by
any Taxing Jurisdiction.

Unless and until such transferee is admitted as a Member, the voting rights of
the Membership Interest shall be suspended.

         12.3 REDEMPTION RIGHT. The Class B Member shall have the right (the
"Redemption Right") at any time after the fifth anniversary of the date on
which it makes its Initial Capital Contribution (or at any time on or after
such earlier date on which the Redemption Right becomes exercisable pursuant to
Section 5.14 hereof), to require the Company to redeem its entire Membership
Interest at a redemption price equal to the sum of the Class B Member's
Unrepaid Class B Member Capital Contributions, Unpaid Class B Member First
Preferred Return plus the Unpaid Class B Member Second Preferred Return, all
computed through the date on which the redemption of the Class B Member's
Membership Interest occurs. The Redemption Right shall be exercised 

                                      23

<PAGE>   29


pursuant to a Notice delivered to all Managers by the Class B Member. The
redemption price shall be payable in full in cash to the Class B Member no
later than one hundred eighty (180) days following the date of the Notice to
the Managers that the Class B Member is exercising its Redemption Right.

         12.4 EFFECT OF CERTAIN DISTRIBUTIONS TO CLASS B MEMBER. At such time
that the Class B Member has received distributions hereunder of the sum of the
Class B Member's Unrepaid Class B Member Capital Contributions, Unpaid Class B
Member First Preferred Return plus the Unpaid Class B Member Second Preferred
Return, all computed through the date on which the last such distribution to
the Class B Member occurs, the Membership Interest of the Class B Member shall
be terminated and the Class B Member shall have no further rights hereunder as
a Member of the Company.

         12.5 WITHDRAWAL EVENTS.

              (a) The Company shall not be dissolved upon the Bankruptcy,
dissolution, death, or adjudication of incompetency of a Member (any of which
events being hereinafter referred to as a "Withdrawal Event" and the Member
with respect to whom the Withdrawal Event occurred being hereinafter referred
to as the "Withdrawing Member"), and the occurrence of a Withdrawal Event shall
not, in and of itself, trigger the dissociation of the Withdrawing Member.

              (b) If a Member who is an individual dies or a court of competent
jurisdiction adjudges him to be incompetent to manage his or her person or his
or her property, the Member's executor, administrator, guardian, conservator,
or other legal representative may exercise all of the Member's rights for the
purpose of settling his or her estate or administering his or her property.

              (c) Upon a Withdrawal Event with respect to any Member, the
Managers shall admit the successor-in-interest of the Withdrawing Member as a
Member succeeding to all rights of the Withdrawing Member; provided, however,
that if the Withdrawing Member was a Manager, a successor Manager shall be
designated pursuant to Section 5.11. The admission of a successor-in-interest
of a Withdrawing Member as a Member, without more, shall not release the
Withdrawing Member from any liability or obligations to the Company or to the
other Members that existed prior to such admission.

              (d) Section 14-11-405 of the Georgia Act which provides for the
payment of the fair market value of a Member's interest in the Company upon an
event of dissociation (other than the voluntary withdrawal of a Member or the
redemption or transfer of a Member's Membership Interest) that does not result
in dissolution shall not create any obligation of the Company to pay the fair
market value of a Withdrawing Member's Membership Interest upon the occurrence
of a Withdrawal Event.

                                      24


<PAGE>   30


                                 ARTICLE XIII.

                          DISSOLUTION AND TERMINATION

         13.1 DISSOLUTION.

              (a) The Company shall be dissolved upon the occurrence of any of
the following events:

                  (i)  by the approval of the Class A Members owning a Majority
                       Interest of the Class A Members and the Class B Member;
                       or

                  (ii) upon the sale of all or substantially all of the assets
                       of the Company.

              (b) Except as expressly provided herein with respect to the
Redemption Right of the Class B Member, no Member shall have the right to
voluntarily withdraw from the Company under Section 14-11-601(c) of the Georgia
Act or otherwise. Damages for breach of this Section 13.1(b) shall be monetary
damages only (and no specific performance), and such damages may be offset
against distributions by the Company to which the Withdrawing Member would
otherwise be entitled.

         13.2 EFFECT OF DISSOLUTION. Upon dissolution, the Company shall cease
to carry on its business, except as permitted by Georgia Act Section 14-11-605.
Upon dissolution, the Managers shall file a statement of commencement of
winding up pursuant to Georgia Act Section 14-11-606 and publish the notice
permitted by Georgia Act Section 14-11-608.

         13.3     WINDING UP, LIQUIDATION AND DISTRIBUTION OF ASSETS.

              (a) Upon dissolution, an accounting shall be made by the
Company's independent accountants of the accounts of the Company and of the
Company's assets, liabilities and operations, from the date of the last
previous accounting until the date of dissolution. The Managers shall
immediately proceed to wind up the affairs of the Company.

              (b) If the Company is dissolved and its affairs are to be wound
up, the Managers shall:

                  (i)  Sell or otherwise liquidate all of the Company's assets
                       as promptly as practicable (except to the extent the
                       Managers may determine to distribute any assets to the
                       Members in kind),

                  (ii) Allocate any profit or loss resulting from such sales to
                       the Members in accordance with Article X hereof,

                  (iii) Discharge all liabilities of the Company, including
                       liabilities to Members who are creditors, to the extent
                       permitted by law, other than liabilities to Members for
                       distributions, and establish such Reserves as may be
                       reasonably necessary to provide for contingent
                       liabilities of the Company,

                  (iv) The remaining assets shall be distributed to the Members
                       in accordance with their positive Capital Account
                       balances, either in cash or in kind as determined by the
                       Managers, with any assets distributed in kind being
                       valued for this purpose at their fair market value. Any
                       distributions to the Members in respect of 


                                      25

<PAGE>   31


                       their Capital Accounts shall be made in accordance with
                       the time requirements set forth in Regulations Section
                       1.704-1(b)(2)(ii)(b)(2).

              (c) If any assets of the Company are to be distributed in kind,
the net fair market value of such assets as of the date of dissolution shall be
determined by independent appraisal or by agreement of the Members. Such assets
shall be deemed to have been sold as of the date of dissolution for their fair
market value, and the Capital Accounts of the Members shall be adjusted
pursuant to the provisions of this Operating Agreement to reflect such deemed
sale.

              (d) Notwithstanding anything to the contrary in this Operating
Agreement, upon a liquidation within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g), if any Member has a deficit Capital Account (after giving
effect to all contributions, distributions, allocations and other Capital
Account adjustments for all taxable years, including the year during which such
liquidation occurs), such Member shall have no obligation to make any Capital
Contribution, and the negative balance of such Member's Capital Account shall
not be considered a debt owed by such Member to the Company or to any other
Person for any purpose whatsoever.

              (e) Upon completion of the winding up, liquidation and
distribution of the assets, the Company shall be deemed terminated.

              (f) The Managers shall comply with any applicable requirements of
applicable law pertaining to the winding up of the affairs of the Company and
the final distribution of its assets.

         13.4 CERTIFICATE OF TERMINATION. When all debts, liabilities and
obligations have been paid and discharged or adequate provisions have been made
therefor and all of the remaining property and assets have been distributed to
the Members, a Certificate of Termination may be executed and filed with the
Secretary of State of Georgia in accordance with Georgia Act Section 14-11-610.

         13.5 RETURN OF CONTRIBUTION NONRECOURSE TO OTHER MEMBERS. Except as
provided by law or as expressly provided in this Operating Agreement upon
dissolution, each Member shall look solely to the assets of the Company for the
return of his Capital Contribution. If the Company property remaining after the
payment or discharge of the debts and liabilities of the Company is
insufficient to return the cash contribution of one or more Members, such
Member or Members shall have no recourse against any other Member.

                                  ARTICLE XIV.

                            MISCELLANEOUS PROVISIONS

         14.1 BOOKS OF ACCOUNT AND RECORDS. Proper and complete records and
books of account shall be kept or shall be caused to be kept by the Managers in
which shall be entered fully and accurately all transactions and other matters
relating to the Company's business in such detail and completeness as is
customary and usual for businesses of the type engaged in by the Company. The
books and records shall be at all time be maintained at the principal executive
office of the Company and shall be open to the reasonable inspection and
examination of the Members or their duly authorized representatives during
reasonable business hours.


                                      26

<PAGE>   32


         14.2 APPLICATION OF GEORGIA LAW. This Operating Agreement, and the
application or interpretation hereof, shall be governed exclusively by its
terms and by the laws of the State of Georgia, and specifically the Georgia
Act.

         14.3 DERIVATIVE ACTIONS. Notwithstanding Georgia Act Section
14-11-804, derivative actions brought on behalf of the Company may be
discontinued or settled without court approval.

         14.4 NO ACTION FOR PARTITION. No Member has any right to maintain any
action for partition with respect to the property of the Company.

         14.5 NOTICES. Except as may otherwise be expressly provided for in
this Operating Agreement, all Notices hereunder shall be in writing and shall
be sent by certified mail, return receipt requested, facsimile, courier, or
overnight delivery service addressed to the parties at the address set forth
herein or to such other address which any party shall have given to the other
party for such purpose. Notices made by facsimile transmission shall be
confirmed by originals sent by overnight delivery service. Any such Notice
shall be deemed to be given on the date of actual delivery if such Notice,
consent or other communication is delivered by hand or overnight courier
service or the date shown on the return receipt as the date of receipt,
rejection or first attempted delivery, if such Notice, consent or other
communication is sent by registered or certified mail.

         14.6 EXECUTION OF ADDITIONAL INSTRUMENTS. Each Member hereby agrees to
execute such other statements of interest and holdings, designations, powers of
attorney and other instruments necessary to comply with any laws, rules or
regulations.

         14.7 CONSTRUCTION. Whenever the singular number is used in this
Operating Agreement and when required by the context, the same shall include
the plural and vice versa, and the masculine gender shall include the feminine
and neuter genders and vice versa.

         14.8 HEADINGS. The headings, titles and captions in this Operating
Agreement are inserted for convenience only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Operating Agreement or any provision hereof and in no way are to be construed
to affect the meaning or construction of this Operating Agreement or any
provision hereof.

         14.9 WAIVERS. The failure of any party to seek redress for violation
of or to insist upon the strict performance of any covenant or condition of
this Operating Agreement shall not prevent a subsequent act, which would have
originally constituted a violation, from having the effect of an original
violation.

         14.10 RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies provided
by this Operating Agreement are cumulative and the use of any one right or
remedy by any party shall not preclude or waive the right to use any or all
other remedies. Such rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or otherwise.

         14.11 HEIRS, SUCCESSORS AND ASSIGNS. Each and all of the covenants,
terms, provisions and agreements herein contained shall be binding upon and
inure to the benefit of the parties hereto and, to the extent permitted by this
Operating Agreement, their respective heirs, legal representatives, successors
and assigns.

                                      27

<PAGE>   33


         14.12 CREDITORS. None of the provisions of this Operating Agreement
shall be for the benefit of or enforceable by any creditors of the Company.

         14.13 COUNTERPARTS. This Operating Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

         14.14 EVIDENCE OF MEMBERSHIP INTERESTS. The Membership Interests in
the Company shall be certificated and shall be deemed a "security" governed by
Article 8 of the Georgia Uniform Commercial Code.

         14.15 RESTRICTIONS ON ASSIGNMENT OF MEMBERSHIP INTERESTS. The
Membership Interests offered hereunder are or may be considered a "security"
under the Federal Securities Act of 1933, as amended (the "Federal Securities
Act") or the Georgia Securities Act of 1973, as amended (the "Georgia
Securities Act"). However, said interest HAS NOT BEEN REGISTERED under any of
said acts, and no formal prospectus will be distributed to prospective offerees
or purchasers. Instead, the Company will rely on the "private offering"
exemptions from registration which are available under the Federal Securities
Act and the Georgia Securities Act. Accordingly, the initial purchaser and any
subsequent permitted assignee or purchaser of any Membership Interest covenants
and warrants that he is acquiring the security solely for his own account for
investment and not with a view to, or for resale in connection with, any
distribution of such security within the meaning of the Federal Securities Act
and the Georgia Securities Act and that he does not at the time of acquisition
intend to resell, assign or otherwise dispose of all or any part of said
security except as otherwise provided herein. Each purchaser of a Membership
Interest must bear the economic risk of his investment for an indefinite period
of time, because said interest has not been registered and, therefore, CANNOT
BE SOLD, unless it is subsequently registered or a valid exemption from
registration is available.

         14.16 AMENDMENTS. Amendments to this Operating Agreement shall be made
in writing and approved in writing by all Members.

         14.17 INVALIDITY. The invalidity or unenforceability of any particular
provision of this Operating Agreement shall not affect the other provisions
hereof, and the Operating Agreement shall be construed in all respects as if
such invalid or unenforceable provision were omitted. If any particular
provision herein is construed to be in conflict with the provisions of the
Georgia Act, the Georgia Act shall control and such invalid or unenforceable
provisions shall not affect or invalidate the other provisions hereof, and this
Operating Agreement shall be construed in all respects as if such conflicting
provision were omitted.

         14.18 ARBITRATION. Any dispute, controversy or claim arising out of or
in connection with, or relating to, this Operating Agreement or any breach or
alleged breach hereof shall, upon the request of any party involved, be
submitted to, and settled by, arbitration in the City of Atlanta, State of
Georgia, pursuant to the commercial arbitration rules then in effect of the
American Arbitration Association (or at any time or at any other place or under
any other form of arbitration mutually acceptable to the parties so involved).
Any award rendered shall be final and conclusive upon the parties and a
judgment thereon may be entered in the highest court of the forum, state or
federal, having jurisdiction. The expenses of the arbitration shall be borne
equally by the parties to the arbitration, provided that each party shall pay
for and bear the cost of his own experts, evidence and


                                       28

<PAGE>   34


counsel's fees, except that in the discretion of the arbitrator, any award may
include the cost of a party's counsel if the arbitrator expressly determines
that the party against whom such award is entered has caused the dispute,
controversy or claim to be submitted to arbitration as a dilatory tactic.

         14.19 FURTHER ASSURANCES. The Members each agree to cooperate and to
execute and deliver in a timely fashion any and all additional documents
necessary to effectuate the purposes of the Company and this Operating
Agreement.

         14.20 TIME. TIME IS OF THE ESSENCE OF THIS OPERATING AGREEMENT, AND TO
ANY PAYMENTS, ALLOCATIONS AND DISTRIBUTIONS SPECIFIED UNDER THIS OPERATING
AGREEMENT.

         14.21 ENTITY CHARACTERIZATION. It is the intention of the Members that
the Company be treated as a partnership for income tax purposes. Pursuant to
Regulations Section 301.7701-3(b)(iii), which became effective January 1, 1997,
the Company expects to be treated as a partnership for tax purposes. The
Managers are authorized to make a protective election to be treated as a
partnership for federal income tax purposes on IRS Form 8832, Entity
Classification Election, in the manner described in Regulations Section
301.7701-3(c). By executing this Operating Agreement, each of the Members
hereby consents to any election made by the Manages for the Company to be
treated as a partnership for federal income tax purposes.


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                        [SIGNATURES BEGIN ON NEXT PAGE]




                                       29

<PAGE>   35



         IN WITNESS WHEREOF, the parties have executed this Operating Agreement
as of the day and year first above written.


                                        MEMBERS

                                        W. ASPEN CLUB, INC.
                                        

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------



                                        GALESI WOODLAKE, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                        PLACE VENTURES, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                        CREEK VENTURES, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------




                      [SIGNATURES CONTINUED ON NEXT PAGE]





                                       30

<PAGE>   36


                   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]
         [SIGNATURE PAGE TO AMENDED AND RESTATED OPERATING AGREEMENT OF
                               GGL VENTURES, LLC]


                                        FRANCESCO GALESI


                                        ---------------------------------------


                                        FRANCESCO GALESI IRREVOCABLE
                                        GRANTOR TRUST

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                        EASTWICK DEVELOPMENT CORP.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                        EQUINOX EQUITIES, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                      [SIGNATURES CONTINUED ON NEXT PAGE]





                                       31

<PAGE>   37




                   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]
         [SIGNATURE PAGE TO AMENDED AND RESTATED OPERATING AGREEMENT OF
                               GGL VENTURES, LLC]


                                        WASHINGTON AVENUE VENTURES, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                        ROTTERDAM VENTURES, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                      [SIGNATURES CONTINUED ON NEXT PAGE]




                                       32

<PAGE>   38




                   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]
         [SIGNATURE PAGE TO AMENDED AND RESTATED OPERATING AGREEMENT OF
                               GGL VENTURES, LLC]


                                        WGGL CORP.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                      [SIGNATURES CONTINUED ON NEXT PAGE]










                                       33

<PAGE>   39


                   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]
         [SIGNATURE PAGE TO AMENDED AND RESTATED OPERATING AGREEMENT OF
                               GGL VENTURES, LLC]


                                        MANAGERS

                                        GALESI WOODLAKE, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                        ROTTERDAM VENTURES, INC.

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------












                                       34

<PAGE>   40


                                                                      EXHIBIT A

                                CLASS A MEMBERS

<TABLE>
<CAPTION>

Member                                  Initial Capital Contribution       Membership Interest
------                                  ----------------------------       -------------------
<S>                                     <C>                                <C>       
W. Aspen Club, Inc.                     $       14,425.00                         0.0192%   
Galesi Woodlake, Inc.                        1,282,000.00                         1.7093%   
Place Ventures, Inc.                            34,378.00                         0.0458%   
Creek Ventures, Inc.                           193,698.00                         0.2583%   
Francesco Galesi                            10,557,039.00                        14.0761%   
Francesco Galesi Irrevocable                                                                
    Grantor Trust                            3,994,999.00                         5.3267%   
Eastwick Development Corp.                     239,651.00                         0.3195%   
Equinox Equities, Inc.                         412,832.00                         0.5504%   
Washington Avenue                                                                           
    Ventures, Inc.                             175,124.00                         0.2335%   
Rotterdam Ventures, Inc.                     3,095,854.00                         4.1278%   
</TABLE>


                                      A-1

<PAGE>   41


                                                                      EXHIBIT B


                              MANAGEMENT AGREEMENT




                                      B-1

<PAGE>   42


                                   EXHIBIT C


                               LIST OF PROPERTIES

<TABLE>
<CAPTION>


         PROPERTY                   STREET ADDRESS                         COUNTY                  STATE
         NAME
         --------                   --------------                         ------                  -----
<S>      <C>                        <C>                                    <C>                     <C>    
1.       The Landings at            6520 Hillandale Drive                  Gwinnett                Georgia
         Peachtree Corners
2.       Pine Village East          2889 Panthersville Road                DeKalb                  Georgia
3.       Pine Village North         2400 Post Village Drive                Cobb                    Georgia
4.       Reflections                205 S.W. 75th Street                   Alachua                 Florida
5.       Summer Crossing            9200 Roberts Drive                     Fulton                  Georgia
6.       Summer Lake                500 Pleasant Hill Road                 Gwinnett                Georgia
7.       Summer Lakeside            6210 Peachtree Dunwoody                Fulton                  Georgia
                                    Road
8.       Summer Place               5775 Summer Place                      Jefferson               Alabama
                                    Parkway
9.       Summer Ridge               3789 Lawrenceville                     Gwinnett                Georgia
                                    Highway
10.      Summercourt                6955 Tara Boulevard                    Clayton                 Georgia
11.      Summercourt II             6903 Tara Boulevard                    Clayton                 Georgia
12.      Summerglenn                6425 Oakley Road                       Fulton                  Georgia
13.      Summeroak                  4911 South Cobb Drive                  Cobb                    Georgia
14.      Summerview                 1173 North Hairston Road               DeKalb                  Georgia
15.      Summerwind                 6955 Tara Boulevard                    Clayton                 Georgia
16.      Summerwood                 680 Park Bridge Parkway                Fulton                  Georgia
17.      Turtle Lake                1 Turtle Lake Drive                    Shelby                  Alabama
</TABLE>


                                      C-1