ARTICLES OF ORGANIZATION
                               OF
                            SPM, LLC

     Under Section 203 of the Limited Liability Company Law of
the State of New York

         THE UNDERSIGNED, being a natural person of at least eighteen
(18) years of age and acting as the Organizer of the limited
liability company (the "Company") hereby being formed under Section
203 of the Limited Liability Company Law of the State of New York
(the "LLCL"), certifies that:

FIRST:   The name of the Company is

                            SPM, LLC

         SECOND: The county within the State of New York in which the
principal office of the Company is to be located is SUFFOLK

     THIRD:   In addition to the events of dissolution set forth
in 701 of the LLCL, the latest date on which the Company may
dissolve is 12/31/2050

         FOURTH: The Secretary of State is designated as the agent of
the Company upon whom process against the Company may be served.
The post office address within or without the State of New York to
which the Secretary of State shall mad a copy of any process
against the Company served upon such Secretary of State is C/O SAM
WEISSMAN 575 LEXINGTON AVE., STE. 410, NY, NY 10022

     FIFTH:The Company is to be managed by ONE OR MORE MEMBERS

         IN WITNESS WHEREOF, I have subscribed these Articles of
Organization and do hereby affirm the foregoing as true under
penalties of perjury, this 04/01/99.


                     /S/ SHARON BABALA
                         SHARON BABALA
                         Sole Organizer
                         c/o BLUMBERGEXCELSIOR
                         CORPORATE SERVICES, INC.
                         488 Broadway, Suite 106
                         Albany, NY 12207

                    MEMBERS CERTIFICATION
                           SPM, LLC

The undersigned certify as follows:

1.   We are the sole members (the "Members") of SPM, LLC, a New
     York limited liability company (the "Company").

2.   The name, address and interest of each member of the Company
     is as follows:


Name of Member              Address of Member           Percent Interest

Samuel Weissman             575 Lexington Avenue,
                            New York, N.Y. 10022                25

Paul Elliott                4747-29 Nesconset Highway,
 c/o Prudential Long        Port Jefferson Station,
 Island Commercial          New York                            25


Mark McAvoy                 16 Forrest Court,
                            Oyster Bay Cove, New York           25

Dover Investments
Corporation                100 Spear Street,
                           San Francisco, California            25


3.   The Company's Articles of Organization were filed with the
     New York State Department of State on March 30, 1999. Said
     Articles of Organization have not been amended.

4.   The Operating Agreement of the Members, together with all
     amendments thereto, as in effect on the date hereof, is
     annexed hereto as Exhibit B.

5.   The Members hereby unanimously agree that Samuel M. Weissman
     (Weissman)and Paul Elliott (Elliott) shall have full power
     and authority on behalf of the Company to:

     a.   Borrow $6,750,000 and obtain credit from JDI Coram LLC
          (the "Bank") on such terms and conditions as Weissman
          shall negotiate with the Bank;

     b.   Grant a security interest in or lien upon and mortgage,
          pledge or assign and deliver, as security for money
          borrowed or credit obtained by this Company, all or any
          portion of the assets and personal property now owned
          or hereafter acquired or created by the Company on such
          terms and conditions as Weissman shall negotiate with the Bank;
          including without limitation a mortgage upon the
          Shopping Center owned by the Company located at the
          intersection of Route 112 and Route 25 in Coram, New
          York;

      c.  Consent to extensions, renewals, changes in terms
          regarding credit given by the Bank to the Company, and
          to waive any right to notices of any kind.

6.   The Members hereby unanimously agree that Weissman and
     Elliott are authorized to execute and deliver all
     applications, statements, notes, drafts, security
     agreements, hypothecation agreements, financial statements,
     financing statements, mortgages, pledges, subordination
     agreements, assignments and other instruments (the foregoing
     shall be collectively referred to herein as the "Loan
     Documents"), in such form or forms, and containing such
     terms, provisions and conditions, as may be required by the
     Bank, and to perform any and all other acts,including
     (without limitation) the delivery of collateral, and to pay
     all such fees and expenses as in Weissman's judgment shall
     be necessary, proper or advisable in order fully to carry
     out the intent and to accomplish toe purpose hereof.

7.   We further certify that the execution, delivery and
     performance of the Loan Documents by the Company will not
     violate any provision of the Articles of Organization, the
     Operating Agreement, any existing law or regulation, or any
     order or decree of any court, arbitrator, governmental
     authority, bureau or agency,and will not violate, or cause
     the default under, any provision of any mortgage,indenture,
     note, instrument, contract or other agreement to which the
     Company is a party or which is or purports to be binding
     upon the Company, or any of its property or assets, and will
     not result in the creation or imposition of any lien,charge
     or encumbrance on, or security interest in, any of such
     properties pursuant to the provisions of such mortgage,
     indenture, note, instrument, contract or other agreement.

8.   Dated: October 20, 1999
                             MEMBERS:
                             /s/Samuel Weissman
                             Samuel Weissman

                             /s/Paul Elliott
                             Paul Elliott

                             /s/Mark McAvoy
                             Mark McAvoy

                             /s/Lawrence Weissberg
                             Lawrence Weissberg
                             Dover Investments Corporation

                 CERTIFICATE AS TO RESOLUTIONS


              We,Samuel Weissman, Paul Elliott,Mark Mcavoy and Dover
Investments Corporation the sole members of SPM, LLC (hereinafter
calle the "Company or Borrower"), hereby certify, as follows:

              1.   At a Special Meeting of the Company, duly held on
September 29, 1999, at which a quorum as prescribed by law was
present and voting throught, the following recitals and
resolutions were unanimously adopted and the same have not been
revoked, cancelled, annulled or amended in any manner and are in
full force and effect on the date of this Certificate.

              WHEREAS,Samuel Weissman, Paul Elliott, Mark McAvoy and
Dover Investments Corporation (hereinafter the "Members") are the
sole members of SPM, LLC a New York limited liability company;

              WHEREAS,Borrower seeks to borrow $6,750,000 from Lender
to be secured by, inter alia, a mortgage upon premises
constituting a shopping center owned by the Company located at
the intersection of Route 112 and Route 25 in Coram, New York;

              WHEREAS,Lender has agreed to make a $6,750,000 loan to
Borrower (hereinafter the "Loan").

              "NOW, THREFORE, be it

              RESOLVED that any and all acts of Samuel Weissman to
              the date of this meeting in connection with the
              transactions referred to in the preceding recitals are
              hereby in each and every ratified, confirmed, adopted
              and approved as the acts of the Company;

              RESOLVED that the Company, in order to obtain the Loan
              from Lender, executed and deliver, to the Lender, such
              Loan Documents and such other documents, instruments
              and certificates as may be necessary or appropriate to
              enable Borrower to obtain the Loan and to conculed the
              Loan transaction;

              RESOLVED that Samuel Weissman and Paul Elliott, be
              empowered and have full power and authority to execute
              on behalf of the company all documents necessary in
              order to enable the Company to obtain the Loan and to
              conclude the Loan transaction.


              2. The execution and delivery by the Company, of the Loan
Documents or any other instrument or document authorized in the
actions authorized thereby, will not (i) conflict with or violate
or result in a breach of any of the provisions of, or constitute a
default under, or result in the creation or imposition of a lien,
charge or encumbrance upon any of the properties or assets of
Borrower pursuant to, any agreement or instrument to which Borrower
is a party or by which any of its properties is bound, or (ii)
conflict with or violate any judgment, order, writ, injunction or
decree binding on Borrower.

         3.The undersigned hereby certify that Samuel Weissman,
Paul Elliott, Mark McAvoy and Dover Investments Corporation are
the sole members of SPM, LLC.

         IN WITNESS WHEREOF, this certificate as to the
resolutions of the Company have been signed this 26th day of
October 1999.


                                    /s/Samuel Weissman
                                    Samuel Weissman

                                    /s/Paul Elliott
                                    Paul Elliott

                                    /s/Mark McAvoy
                                    Mark McAvoy

                                    /s/Lawrence Weissberg
                                    Dover Invetments Corporation
                                    Lawrence Weissberg





                            SPM, L.L.C.

                        OPERATING AGREEMENT

    AGREEMENT ("Agreement") is made and entered into as of this
26th day of October 1999, by and between the parties who have
executed Exhibit "A" attached hereto and forming part hereof, who
are all of the Members (the "Members") of SPM, L.L.C., (the "LLC")

                            WITNESSETH

         WHEREAS, the Members have formed the LLC to (i) own, develop,
operate, manage, finance, lease, and otherwise deal with real
estate and (ii) from time to time to engage in other business or
hold other investments which a Limited Liability Company may
lawfully engage in or hold; and

WHEREAS, it is the intention of the Members to set forth the
respective rights and obligations.

         NOW, THEREFORE, in consideration of the mutual promises
contained herein, the receipt and sufficiency of such consideration
being acknowledged, the parties hereto agree as follows:

ARTICLE I
FORMATION, PURPOSES, DURATION

Section 1.1. Formation and Name.

   1.1.01. Formation. The parties hereto have formed the LLC under
the laws of the State of New York for the limited purposes and
scope set forth in this Agreement.

   1.1.02. Name. The business of the LLC shall be carried on
solely under the name of SPM, L.L.C.

Section 1.2. Purposes and Scope of the LLC.

   1.2.01 Purposes. The sole and only purposes of the LLC are: to
own, develop, operate, manage, finance, lease, and otherwise deal
with real estate at Middle Country Road, Coram, New York, now known
as and to be know as the New Century Plaza, and (ii) from time to
time to engage in other business or hold other investments which a
Limited Liability Company may lawfully engage in or hold. The LLC
is specifically authorized to enter into a mortgage loan
transaction with the JDI Realty, LLC, the proceeds of winch loan
shall be used for the acquisition of the said property and to grant
to JDI Realty, LLC a first mortgage lien on the said property.
Section 1.3. Principal Place of Business.

   The principal place of business of the LLC shall be located at
c/o Prudential L. I. Commercial Realty, 4747-2 Nesconset Highway,
Port Jefferson Station, New York, 11776, or at such other location
as may be approved by the Managers from time to time.

Section 1.4. Term.

   The term of the LLC shall commence as of the date set forth
above, and shall continue until terminated in accordance with any
other provision of this Agreement, or until the Members agree to
its termination.

ARTICLE II
CAPITAL CONTRIBUTIONS, ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS

Section 2.1. Capital Accounts.

          Capital Accounts Defined. As used herein, the term "Capital
Account" shall mean and refer to the capital account of each Member
in the LLC reflecting the value of each cash contribution of such
Member to the capital of the LLC as of the date of such
contribution. A Capital Account, as defined herein, shall be
maintained for each Member and shall be subject to adjustment as
hereinafter provided.

Section 2.2. Initial Contribution: Interim Account, Operating
Account.

         Each of the Members shall make the contributions to the LLC
as shown on SCHEDULE "A" hereto.

Section 2.3. Additional Capital Contributions.

         In the event additional capital is required for the operation
of the business of the Company, beyond the Initial Capital
Contribution of each Member, then each Member agrees to contribute
a percent thereof equivalent to their respective Membership
Interest. In the event any Member ("Defaulting Member") shall fail
to make any capital contribution required from him or it,
("Defaulted Contribution") then the other Members may make the
Defaulted Contribution and the amount thereof shall be deemed a
loan to the Defaulting Member. If the loan is not repaid within 90
days from its advance, then the paying Members at theirs option,
may extend the term of the loan or may acquire a portion of the
Defaulted Member's Membership Interest in the Company. The portion
of Defaulting Member's interest to be acquired shall be determined
as follows:

         The amount of the Defaulted Contribution shall be divided by
the Defaulted Members Capital Account and the resulting percentage
shall be multiplied by the Defaulted Member's Membership interest.
The resulting number shall be the percentage by which the Defaulted
Member's interest in the Company is diminished and the Paying
Member's interest is increased.

         In any event any distribution otherwise due to a Defaulting
Member shall be paid to the paying Member on account of the loan.

Section 2.4. Bank Accounts.

         All funds of the LLC shall be deposited into accounts
maintained by the LLC as determined from time to time by the
Managers. Checks or withdrawals of funds from such accounts shall
require the signature of two Managers. With the consent of the
Managers, a representative of the building manager may have sole
signatory rights of the accounts of the LLC

Section 2.5. Distributions,

          Distributions to the Members shall be made, from time to
time, at the discretion of the Managers, only out of net operating
cash flow. Distributions to Members shall be in accordance with the
percentages shown on Schedule "A".

Section 2.7. Allocations.

           The profits and losses of die LLC shall be allocated amongst
the Members in accordance with their membership interest in the
LLC.

ARTICLE III
MANAGEMENT

Section 3.1. Management of the LLC.

   3.1.01. All of the Members of the LLC shall be Managers and they
shall serve as Managers until voluntary withdrawal, death or
disability. Any two Managers may execute all documents in the name
of and on behalf of the LLC, including documents borrowing monies
or extending the credit of the LLC or imposing a mortgage or other
lien on the real or personal property of the LLC. Any tender to the
LLC shall be authorized to rely on the signature of any two
Managers.

Section 3.2. Time Devoted to LLC.

   3.2.01. The Members shall each devote such time to the LLC as is
reasonably necessary to carry out the provisions of this Agreement.

Section 3.3. Other Business Activities; Disclosure.

   3.3.01. Each of the Members understands that the other Members
may be interested, directly or indirectly, in various other
businesses and undertakings not included in the LLC. Each Member
also understands that the conduct of the business of the LLC may
involve business dealings with such other businesses or
undertakings. The Members hereby agree that the creation of the LLC
and the assumption by each of the Members of their duties hereunder
shall be without prejudice to their rights to have such other
interests and activities and to receive and enjoy profits or
compensation therefrom. The Members may engage in or possess any
interest in any other business venture of any nature or description
independently or with others.

Day to day management of the property known as New Century Plaza,
is by separate management agreement with an outside contractor,
Soundview Property Management.

ARTICLE IV
ACCOUNTING

Section 4.1. Books and Records.

    4.1.01. General- At all times during the term hereof, the
Managers, shall cause accurate books and records of account to be
maintained in which shall be entered all matters relating to the
LLC, including all income and expenditures, and liabilities thereof

    4.1.02. Cash Basis. Such books and records of account shall be
maintained on a cash basis and shall be adequate to provide any
Member with all financial information as may be needed by any
Member or any affiliate Of any Member for purposes of satisfying
the financial reporting obligations of any Member or his/her or its
respective affiliate or affiliates.

    4.1.03. Information to Members. Each Member shall be entitled
to any additional information necessary for the Member to adjust
his financial basis statement to a tax basis as the Member's
individual needs may dictate.

Section 4.2. Location and Rights of Inspection.

   The LLC's books and records of account shall be kept and
maintained at all times at the principal place of business of the
LLC, or at the place or places approved by the Managers. Each
Member and its authorized representatives and any other supervisory
or regulatory authority shall have the right to inspect, examine,
copy and audit the books, records, files securities, and other
documents of the LLC at all reasonable times.

Section 4.3. Fiscal Year.

         The fiscal year of the LLC shall end on December 31 of each
year.

Section 4.4. Statements of Financial Condition.

          An annual statement of the financial condition of the LLC and
income and cash flow statements (unaudited) shall be prepared in
accordance with generally accepted accounting principles and shall
be furnished to the Members within ninety (90) days after the close
of the fiscal year.


ARTICLE V
INCOME TAX RETURNS, TAX ACCOUNTING,
TAX ELECTIONS

Section 5.1. Preparation of Tax Returns.

         Federal, state and local income tax returns of the LLC shall
be prepared by an accountant selected by the LLC. Copies of all tax
returns of the LLC shall be furnished for review and approval by
each of the Members and the Managers at least thirty (30) days
prior to the statutory date for filing, including extensions
thereof if any. If the Managers shall fail to approve any such
return, an application for extension of time to file shall be
timely filed by the Managers.

Section 5.2. Tax Decisions Not Specified.

         Tax decisions and elections for the LLC not provided for
herein must be approved by the Managers.

Section 5.3. Notice of Tax Audit.

         Prompt notice shall be given to the Members upon receipt of
advice that the Internal Revenue Service intends to examine LLC's
income tax returns for any year.

ARTICLE VI
SALE, TRANSFER, OR ENCUMBRANCE

Section 6.1. Right of First Refusal.

         In the event any Member ("Selling Member) desires to sell his
Membership Interest in the Company he shall obtain a bona fide
written offer ("Bona Fide Offer') from a purchaser ("Bona Fide
Offeree") to purchase his interest together with a contract deposit
in the amount of not less than five (5%) percent of the sales
price. The Selling Member shall give to each Member notice
("Seller's Notice") of Seller's desire to sell his interest to the
Bona Fide Offeree which notice shall include a full copy of the
bona fide offer. Seller shall provide the other Members with such
information regarding the bona fide offeree as the other Members
may reasonably request.

         The other Members, or any of them may elect to purchase the
Selling Member's Membership interest under the terms contained in
the Seller's Notice by so notifying Seller within 21 days of
receipt of Seller's Notice. If more than one Member desires to
acquire the interest, the purchasing Members shall each have the
right to a acquire a portion of the Seller's interest equal to that
purchasing Member's percentage interest in the Company calculated
as if the Selling Member had no interest.

         If any Member or Members give notice to Seller electing to
purchase the Selling Member's interest, then the Selling Member
shall sell his interest to such Member or Members, and such Member
or Members shall purchase the interest, under the terms contained
in the Bona Fide Offer

         If no Member or Members give timely notice (21 days written
notice) to Seller electing to purchase the Selling Member's
interest, then the Selling Member may sell the interest to the Bona
Fide Offeree under the terms contained in the Bona Fide Offer. If
the sale to the Bona Fide Offeree is not completed within 6 months
of the Seller's Notice, then Seller, prior to completing the said
sale, shall give further notice to the other Members and the
opportunity to purchase his interest as above provided.

Any sale must have 51% approval of the members.



ARTICLE VII
DEFAULT AND DISSOLUTION

Section 7.1. Events of Default.

          7.1.01. Definitions. The occurrence of any of the following
events shall constitute an event of default ("Event of Default")
hereunder on the part of the Member with respect to whom such event
occurs and shall constitute an Event of Default immediately upon such
occurrence without any requirement of notice or passage of time
except as specifically set forth in any such subparagraphs:

    (a) the failure by a Member to comply with his obligations
pursuant to this Agreement which are not cured by such within ten
(10) days after written notice;

    (b) the inability of a Member to continue with its obligations
under this Agreement as a result of federal or state regulatory
authorities refusing to permit the LLC to carry out its purpose;

    (c) institution by a Member of proceedings of any nature under
any laws of the United States or of any state, whether now existing
or subsequently enacted or amended, for the relief of debtors
wherein person is seeking relief as debtor;

(d) a general assignment by a Member for the benefit of
creditors;

    (e) the institution by or against a Member of a case or other
proceeding under any section or chapter of Federal or state
bankruptcy laws as now existing or hereafter amended or becoming
effective which shall not be dismissed within sixty (60) days;

    (f) the appointment of a receiver, custodian, trustee or like
officer, to take possession of assets owned by a Member if die
Pendency of said receivership would reasonably tend to have a
materially adverse effect upon the performance by said party of any
of its or their respective obligations under this Agreement.

    (g) admission by a Member in writing of his or its inability to
pay its or his debts as they mature;

    (h) attachment execution or other judicial seizure of any or
all of the assets of a Member in an amount more than $25,000 with
respect to a Member which has not been bonded or vacated within
sixty (60) days from such attachment execution orjudicial seizure;

Section 7.1.02 Remedies in event of Member's Default.

         The occurrence of an event of default by a Member shall
constitute an offer to the LLC and to the remaining Members to
purchase the Membership Interest of the defaulting Member at an
amount equivalent to his capital account.

Section 7.2. Cause of Dissolution.

         The LLC shall be dissolved only in the event that:

    (a) an Event of Default has occurred as provided herein and the
non-defaulting Members, after fifteen (15) days written notice to
the defaulting Member, elect to dissolve the LLC as provided
herein; or

    (b) the Members mutually agree to terminate the LLC; or

    (c) the LLC by its terms as set forth in this Agreement, is
terminated; or

    (d) a governmental or quasi-governmental authority having
jurisdiction over the LLC or a specific Member refuses to permit
the LLC to carry out its purpose.

An election to dissolve the LLC shall not be the exclusive remedy
of a non-defaulting parry.

Section 7.3. Procedure in Dissolution and Liquidation.

   7.3.01. Winding up. Upon dissolution of the LLC pursuant to
Section 7.2. hereof, the LLC shall immediately commence to wind up
its affairs and the Members shall proceed with reasonable
promptness to liquidate the business of the LLC.

   7.3.02. Allocation of Profits. Profits of the LLC following the
date of dissolution shall be determined in accordance with the
provisions of this Agreement and shall be credited in the same
manner as profits of the
LLC would have been credited if there was no termination,
dissolution and liquidation.


ARTICLE
MISCELLANEOUS

Section 8.1. Notices.

   8.1.01. Addresses. All notices under this Agreement shall be in
writing and shall be delivered by (a) hand delivery; (b) certified
or registered mail, postage prepaid, return receipt requested; or
(c) a commercial overnight air courier, airbill prepaid, to the
Members at the addresses herein set forth.

   8.1.02. Effective Date of Notices. All notices, demands and
requests shall be effective upon delivery, being deposited in the
United Sates Mail or depositing with an agent of such overnight air
courier service. Rejection or other refusal to accept or the
inability to deliver because of changed address of which no notice
was given as provided in Subsection 8.1.3 shall be deemed to be
receipt of the notice, demand or request sent.

   8.1.03. Changes. By giving to the other parties at least thirty
(30) days written notice thereof in the manner provided herein, the
parties hereto and their respective permitted successors and
assigns shall have the right from time to time and at any time
during the term of this Agreement to change their respective
addresses for notices and each shall have the right to specify as
its or his address for notices any other address within the United
States of America.

Section 8.2. Attorneys' Fees.

   Should any litigation be commenced between the parties hereto or
their representatives or should any party institute any proceeding
in a bankruptcy or similar court which has jurisdiction over any
other party hereto or any or all of his or its property or assets
concerning any provision of this Agreement or the rights and duties
of any person or entity in relation thereto, the party or parties
prevailing in such litigation shall be entitled, in addition to
such other relief as may be granted, to a reasonable stun as and
for his or its or their attorneys' fees and court costs in such
litigation which shall be determined by the court in such
litigation or in a separate action brought for that purpose. 'Me
provisions of this paragraph 8.2 shall not apply to any action
wising out of a willful tort.

Section 8.3. Validity.

   In the event that any provision of this Agreement shall be held
to be invalid or unenforceable, the same shall not affect in any
respect whatsoever the validity or enforceability of the remainder
of this Agreement.

Section 8.4. Survival of Rights.

    Subject to restriction on right of transfer of Membership
interests and designation of Managers, this Agreement shall be
binding upon and inure to the benefit of the parties signatory
hereto, their respective heirs, executors, legal representatives
and permitted successors and assigns.

Section 8.5. Governing Law.
          This Agreement has been entered into the State of New York
and all questions with respect to this Agreement and the rights and
liabilities of the parties hereto shall be governed by the laws of
that state.

Section 8.6. Waiver.

    No consent or waiver, express or implied, by a Member to or of
any breach or default by the other Member in the performance by
such other Member of its obligations hereunder shall be deemed or
construed to be a consent or waiver to or of any other breach or
default in the performance by such other Member hereunder. Failure
on the part of a Member to complain of any act or failure to act of
the other Member or to declare the other Member in default,
irrespective of how long such failure continues, shall not
constitute a waiver by such Member in any one instance shall not
limit or waive the necessity to obtain such Member's consent in any
future instance.

Section 8.7. Remedies In Equity.

          The rights and remedies of any Member hereunder shall not be
mutually exclusive, i.e., the exercise of one or more of the
provisions hereof shall not preclude the exercise of any other
provisions hereof Each of the Members confirms that damages at law
will be an inadequate remedy for a breach or threatened breach of
this Agreement and agree that, in the event of a breach or
threatened breach of any provisions hereof, the respective rights
and obligations hereunder shall be enforceable by specific
performance, injunction or other equitable remedy, but nothing
herein contained is intended to, nor shall it, limit or affect any
rights at law or by statute or otherwise of any party aggrieved as
against the other breach for a breach or threatened breach of any
provision hereof it being the intention by this Section to make
clear the agreement of the Members hereunder shall be enforceable
in equity as well as at law or otherwise.

Section 8.8. Counterparts.

          This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which
shall constitute one and the same Agreement.

Section 8.9. Further Assurances.

          Each party hereto agrees to do all acts and things and to
make, execute and deliver such written instruments, as shall from
time to time be reasonably required to carry out the terms and
provisions of this Agreement,

Section 8.10. Confidentiality.

          The parties hereto shall keep the terms of this Agreement and
shall not disclose any such information except (i) pursuant to
court order; (ii) as required by law or any regulatory agency;
(iii) in connection with any action or proceeding to enforce its
rights in connection with this Agreement or otherwise; or (iv) to
their accountants and attorneys. This provision shall survive the
termination of this Agreement and the dissolution of the LLC.

Section 8. 11. Representations.

   Each of the parties hereto wan-ants and represents that the
other parties, their agents, servants and employees, have made no
representation or statement whether oral or in writing, relating to
or concerning this
          This Agreement has been entered into the State of New York
and all questions with respect to this Agreement and the tights and
liabilities of the parties hereto shall be governed by the laws of
that state.

Section 8.6. Waiver.

    No consent or waiver, express or implied, by a Member to or of
any breach or default by the other Member in the performance by
such other Member of its obligations hereunder shall be deemed or
construed to be a consent or waiver to or of any other breach or
default in the performance by such other Member hereunder. Failure
on the part of a Member to complain of any act or failure to act of
the other Member or to declare the other Member in default,
irrespective of how long such failure continues, shall not
constitute a waiver by such Member in any one instance shall not
limit or waive the necessity to obtain such Member's consent in any
future instance.

Section 8.7. Remedies In Equity.

          The rights and remedies of any Member hereunder shall not be
mutually exclusive, i.e., the exercise of one or more of the
provisions hereof shall not preclude the exercise of any other
provisions hereof. Each of the Members confirms that damages at law
will be an inadequate remedy for a breach or threatened breach of
this Agreement and agree that in the event of a breach or
threatened breach of any provisions hereof, the respective rights
and obligations hereunder shall be enforceable by specific
performance, injunction or other equitable remedy, but nothing
herein contained is intended to, nor shall it, limit or affect any
rights at law or by statute or otherwise of any party aggrieved as
against the other breach for a breach or threatened breach of any
provision hereof, it being the intention by this Section to make
clear the agreement of the Members hereunder shall be enforceable
in equity as well as at law or otherwise.

Section 8.8. Counterparts.

          This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which
shall constitute one and the same Agreement.

Section 8.9. Further Assurances.

          Each party hereto agrees to do all acts and things and to
make, execute and deliver such written instruments, as shall from
time to time be reasonably required to carry out the terms and
provisions of this Agreement.

Section 8.10. Confidentiality.

          The parties hereto shall keep the terms of this Agreement and
shall not disclose any such information except (i) pursuant to
court order; (ii) as required by law or any regulatory agency;
(iii) in connection with any action or proceeding to enforce its
rights in connection with this Agreement or otherwise; or (iv) to
their accountants and attorneys. This provision shall survive the
termination of this Agreement and the dissolution of the LLC.

Section 8.11. Representations.

   Each of the parties hereto wan-ants and represents that the
other parties, their agents, servants and employees, have made no
representation or statement, whether oral or in writing, relating
to or concerning this
Agreement other than specifically set forth herein.

Section 8.12. Expenses.

          The LLC will pay all expenses incurred with respect to the
prosecution or defense of any claim, complaint, action or
proceeding or other litigation affecting the LLC arising out of the
acts or omissions of the LLC, including (without limiting the
generality of the foregoing) all court costs and attorneys' fees,
and will reimburse the Mangers for all expenses paid to third
parties of the nature described in this paragraph which have been
or may be incurred by them with respect to any and all of the
transactions contemplated herein.

Section 8.13. Mortgage Loan Commitment

         The LLC hereby ratifies and accepts the terms of a certain
mortgage loan commitment dated September 19, 1999 made by JDI
Realty LLC to the LLC. The LLC and each of its members further
consents to the taking of all further actions as may be deemed
necessary or desirable, as determined by Sam Weissman in order to
consummate the aforesaid loan transaction. Without limiting the
generality of the foregoing, each of the Members of the LLC, hereby
authorizes Sam Weissman to act on behalf of the LLC to execute all
documentation required to be signed by the LLC, (including, without
limitation any evidences of indebtedness and to secure same by
mortgage, pledge or other Hen upon the assets of the LLC) in order
to obtain the loan and close said transaction.

Section 8.14. Interest Payments/Personal Guarantee

Each member is responsible for their proportionate share of the
mortgage interest payment, on or before the first of every month.
Any member not making said payment will be diluted in percentage
of interest ownership on a dollar per dollar basis, as provided
in Section 2.3 hereof. It is agreed and understood that Paul
Elliot, Sam Weissman and Mark McAvoy are personally guaranteeing
the first mortgage to JDI Realty, Inc. It is agreed and
understood that Dover Investments Corporation is not personally
guaranteeing the first mortgage. It is agreed and understood that
any and all members under this operating agreement are fully
responsible for all costs and expenses of the mortgage loan
(other then mortgage principal) real estate taxes and operating
costs on a proportionate share. In the event payments shall be
required on account of mortgage principal no member shall be
required to make such payments, but any new member who fails to
make such payment shall have his membership interest diminished
proportionately as provided in section 2.3 hereof.









                            SCHEDULE A
           MEMBERS, MEMBERSHIP INTERESTS, CONTRIBUTIONS,
                            SIGNATURES

MEMBER                     Capital        Percentage
                           Contribution   Interest      Signature

Mark McAvoy
16 Forest Court
Oyster Bay, NY 11791       $875,000.00      25%         /s/Mark Mcavoy


Paul Elliott
17 Tuthill Ct.
Miller Place, NY 11764     $875,000.00      25%        /s/Paul Elliott


Dover Investments                                      DOVER INVESTMENTS
Corporation                                            CORPORATION
100 Spear Street                                       /s/ Lawrence Weissberg
San Francisco, CA 94105    $875,000.00      25%            Lawrence Weissberg
                                                           President



Sam Weissman
575 Lexington Ave,4th Fl
New York, NY 10022         $875,000.00      25%        /s/Sam Weissman