Exhibit 10.15



                                AMENDED AND RESTATED
                                OPERATING AGREEMENT

                                        OF

                                   PRC MEMBER LLC

















                             Dated as of September 27, 2004









                                   AMENDED AND RESTATED
                                   OPERATING AGREEMENT

                                           OF

                                      PRC MEMBER LLC

                  This Amended and Restated Operating Agreement is entered into
this 27th day of September, 2004, by and among PRESIDENTIAL REALTY CORPORATION,
a Delaware corporation, with an address at 180 South Broadway, White Plains, NY
10605 ("Managing Member") and DAVID LICHTENSTEIN, an individual ("Other
Member"), with an address c/o The Lightstone Group LLC, 326 Third Street,
Lakewood, New Jersey 08701 and.

                  WHEREAS, the Managing Member, as the sole member, formed the
Company by the filing of a Certificate of Formation with the Delaware Secretary
of State, and entered into the Operating Agreement of the Company dated
September 24, 2004 (the "Original Agreement"); and

                  WHEREAS, on September 24, 2004, the Property Owner, which is
wholly owned by the Company, acquired the Property, subject to the Mortgage
Loan; and

                  WHEREAS, the Other Member and its Affiliates have performed
and will in the future perform services to the Company and the Property Owner,
including but not limited to serving as managing agent for the Property, and in
consideration of such services performed and to be performed Managing Member
desires to admit Other Member as a member of the Company and to amend and
restate the terms and conditions of the Original Agreement.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Original Agreement
is hereby amended and restated in its entirety to read as follows:

                              EXPLANATORY STATEMENT

                  The parties have agreed to organize and operate a Delaware
limited liability company, which limited liability company shall henceforth be
organized and operated in accordance with the terms and subject to the
conditions set forth in this Agreement.

                  NOW,  THEREFORE,  for good and valuable  consideration,  the
parties, intending legally to be bound, hereby agree as follows:

                                    ARTICLE I
                                  Defined Terms

                  The following capitalized terms shall have the meanings
specified in this Article I.

                           "Act" means the Delaware Limited Liability Company
Act, Delaware Code, Title 6, Sections 18-101, et seq.,
as amended from time to time.

                           "Additional Capital Contribution" shall have the
meaning set forth in Section 3.2.

                  "Adjusted Book Value" means, with respect to each Company
asset, the carrying value of each such asset on the books of the Company for
federal income tax accounting purposes, as calculated pursuant to the rules set
forth in Code (as hereinafter defined) Section 704 and Regulation (as
hereinafter defined ) Section 1.704.

                           "Adjusted Capital Account Deficit" means, with
respect to any Member, the deficit balance, if any, in the
Member's Capital Account as of the end of the relevant taxable year, after
giving effect to the following adjustments:

(a) credit to such Capital Account the amounts which the Member is obligated to
restore or is deemed obligated to restore pursuant to the penultimate sentences
of Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(b) debit to such Capital Account the items described in Regulation Sections
1.704-1(b)(2)(ii)-(d)(4), (5), and (6).

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

                           "Affiliate" means, with respect to any Member, any
Person which directly or indirectly through one or more
intermediaries Controls, is Controlled by or is under common Control with a
specified Person.

                           "Agreement" means this Operating Agreement, as
amended from time to time.

                           "Approval" (and any variation thereof) of a Member
shall mean the prior written approval of such Member.
Use of the term "reasonable" or "reasonably" in connection with the term
"Approval" or any variation thereof or with the term "satisfactory" means that
such Approval shall not be withheld, conditioned or delayed unreasonably. Unless
either of such terms is used in connection with the term "Approval" (or any
variation thereof), such Approval may be granted or withheld in a Member's (or
its authorized representative's) sole discretion.

                           "Bankruptcy Action" means, with respect to a Person,
(a) instituting proceedings to be adjudicated bankrupt
or insolvent; (b) consenting to the institution of bankruptcy or insolvency
proceedings against it; (c) filing a petition seeking, or consenting to,
reorganization or relief under any applicable federal or state law relating to
bankruptcy; (d) consenting to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of such Person or a
substantial part of its property; (e) making any assignment for the benefit of
creditors; (f) admitting in writing its inability to pay its debts generally as
they become due or declare or effect a moratorium on its debts; or (g) taking
any action in furtherance of any such action described in (a) through (f), or
(h) any other event which would cause such Person to cease to be a member of a
limited liability company under Section 18-304 of the Act.

                           "Capital Account" means an account to be maintained
by the Company for each Member in accordance with the
provisions of Regulation Section 1.704-1(b)(2)(iv).

                           "Capital Contribution" means the total amount of cash
contributed to the Company by a Member.

                           "Capital Proceeds" means (A) the cash or other
consideration received by the Company (including interest on
installment sales when received) as a result of (i) a sale, exchange,
abandonment, foreclosure, insurance award, condemnation, easement sale or other
similar transaction relating to any Company Assets, (ii) any financing or
refinancing relating to any Company Assets, (iii) capital contributions to the
Company upon admission of new members and (iv) any other transaction which, in
accordance with generally accepted accounting principles, would be treated as a
capital event, in each case less (B) any such cash which is applied to (i) the
payment of transaction costs and expenses, (ii) the repayment of debt of the
Company which is required under the terms of any indebtedness of the Company or
which has been authorized to be repaid by the Managing Member, (iii) the repair,
restoration or other improvement of Company Assets which is required under any
contractual obligation of the Company or which has been authorized by the
Managing Member and (iv) the establishment of reserves as reasonably required by
the Managing Member. "Capital Proceeds" shall also mean any of the foregoing
which are received by a partnership or other vehicle in which the Company is a
partner or investor or in which the Company otherwise has an interest, to the
extent received by the Company as dividends or distributions.

                           "Cash Flow" means all cash funds derived from
operations (including interest received on reserves), but not
including Capital Proceeds, without reduction for any noncash charges, but less
cash funds used to pay current operating expenses (including, without
limitation, all property management and/or asset management fees) and to pay or
establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Managing Member.

                           "Closing Date" means the date of consummation by the
Property Owner of the acquisition of the Property in
accordance with the Purchase Agreement.

                           "Code" means the Internal Revenue Code of 1986, as
amended,  or any  corresponding  provision  of any succeeding law.

                           "Company" means the limited liability company formed
in accordance with this Agreement.

                           "Company Assets" means all right, title and interest
of the Company in and to all or any portion of the
assets of the Company and any property (real or personal) or estate acquired in
exchange therefor or in connection therewith.

                           "Control" shall mean, with respect to a specified
Person, (i) the ownership, control or power to vote fifty
percent (50%) or more of (x) the outstanding shares of any class of voting
securities or (y) beneficial interests, of any such Person, directly or
indirectly, or acting through one or more Persons, (ii) the control in any
manner over the managing member(s) or the election of more than one director or
trustee (or persons exercising similar functions) of such Person, or (iii) the
power to exercise, directly or indirectly, control over the management or
policies of such Person. "Controlling" and "Controlled" have meanings
correlative thereto.

                           "Damages" shall have the meaning set forth in Section
5.4.2.

                           "Distributions" shall mean, as to any Member, all
distributions of Proceeds made to such Member pursuant to
this Agreement.

                           "Economic Interest" shall have the meaning set forth
in Section 6.3.

                           "Indemnitee" shall have the meaning set forth in
Section 5.4.1.

                           "Initial Capital Contributions" shall have the
meaning set forth in Section 3.1.

                           "Involuntary Withdrawal" means, with respect to any
Member, the occurrence of any of the following events:

        (a) a Bankruptcy Action occurs with respect to such Member;

        (b) such Member files an answer or other pleading admitting or failing
            to contest the material allegations of a petition filed against the
            Member in any proceeding described in the definition of Bankruptcy
            Action;

        (c) any proceeding against such Member seeking reorganization,
            arrangement, composition, readjustment, liquidation, dissolution,
            or similar relief under any statute, law, or regulation, continues
            for one hundred twenty (120) days after the commencement thereof,
            or the appointment of a trustee, receiver, or liquidator for the
            Member or all or any substantial part of the Member's properties
            without the Member's agreement or acquiescence, which appointment
            is not vacated or stayed for one hundred twenty (120) days or, if
            the appointment is stayed, for one hundred twenty (120) days after
            the expiration of the stay during which period the appointment is
            not vacated;

        (d) if such Member is a partnership or a limited liability company, the
            dissolution and commencement of winding up of the partnership or
            limited liability company; or

        (e) if such Member is a corporation, the dissolution of the corporation
            or the revocation of its charter.

                           "Managing  Member" shall mean  Presidential  Realty
Corporation or any successor  Managing Member appointed pursuant to this
Agreement.

                           "Member"  means  each  Person  signing  this
Agreement as a  member of the  Company and any Person who subsequently is
admitted as a member of the Company.

                           "Member  Nonrecourse  Deduction"  means  "partner
nonrecourse  deduction"  within the meaning of Regulation Section 1.704-2(i).

                           "Membership Interest" means all of the rights of a
Member in the Company,  including a Member's: (a) Capital Account; (b) share of
the Profits and Losses of, and the right to receive distributions from, the
Company; (c) right to inspect the Company's books and records; (d) to the
extent provided in this Agreement, the right to participate in the management
of and vote on matters coming before the Company; and (e) to the extent
provided under this Agreement, the right to act as an agent of the Company.

                           "Mezzanine Lender" means David Lichtenstein.

                           "Mezzanine  Loan"  means that  certain  loan in the
amount of  $2,600,000  made by  Mezzanine  Lender to the Company as evidenced
by the Mezzanine Note and secured by a certain Pledge and Security Agreement
each dated the date hereof.

                           "Mezzanine Note" means that certain Promissory Note
dated the date hereof by the Company to Mezzanine
Lender in the amount of $2,600,000.

                           "Minimum Gain" means "partnership minimum gain" as
determined pursuant to Regulation Section 1.704-2(d).
Minimum Gain shall be computed separately for each Member in a manner consistent
with the Regulations under Code Section 704(b).

                           "Mortgage Borrower" means the Property Owner.

                           "Mortgage  Loan" means that certain loan from
Wachovia Bank to the Property  Owner and Shenango Valley Mall LLC, West
Manchester Mall LLC, Bradley Square Mall LLC and Mount Berry Square Mall LLC in
the aggregate maximum principal amount of $105,000,000 made pursuant to that
certain Fee and Leasehold Mortgage, Deed of Trust, Deed to Secure Debt,
Assignment of Rents, Fixture Filing, and Security Agreement dated September 24,
2004.

                           "Negative Capital Account" means a Capital Account
with a balance of less than zero.

                           "Non-Managing Member" shall mean David Lichtenstein.

                           "Nonrecourse Deductions" shall have the meaning
ascribed to such term in Regulations Section 1.704-2(b)(1).

                           "Percentage" means, as to a Member, the percentage
set forth after the Member's name on Exhibit A.

                           "Person" means and includes an individual,
corporation, limited liability company, partnership, joint
venture estate, trust, unincorporated association, or other entity, any federal,
state, county or municipal government or any bureau, department or agency
thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

                           "Proceeds" means the collective reference to Capital
Proceeds and Cash Flow.

                           "Profit" and "Loss" means, for each taxable year of
the Company (or other period for which Profit or Loss
must be computed), the Company's net taxable income or loss determined in
accordance with Code Section 703(a), with the following adjustments:

(a) all items of income, gain, loss, deduction, or credit required to be stated
separately pursuant to Code Section 703(a)(1) shall be included in computing
taxable income or loss; and

(b) any income of the Company that is exempt from federal income tax and is not
otherwise taken into account in computing Profit or Loss shall be included in
computing taxable income or loss; and

(c) any expenditures of the Company described in Code Section 705(a)(2)(B) (or
treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(i)) and not
otherwise taken into account in computing Profit or Loss, shall be subtracted
from taxable income or loss; and

(d) gain or loss resulting from any taxable disposition of Company property
shall be computed by reference to the adjusted book value of the property
disposed of, notwithstanding the fact that the adjusted book value differs from
the adjusted basis of the property for federal income tax purposes; and

(e) in lieu of the depreciation, amortization, or cost recovery deductions
allowable in computing taxable income or loss, there shall be taken into account
the depreciation computed based upon the adjusted book value of the asset; and

(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 liquidation of a Member's
interest in the Company, the amount of such adjustment shall be treated as an
item of gain or loss from the disposition of such asset for purposes of
computing Profits or Losses; and

(g) notwithstanding any other provision of this definition, any items which are
specially allocated pursuant to Section 4.3 hereof shall not be taken into
account in computing Profit or Loss.

                           "Property" means the property owned by the Property
Owner.

                           "Property Owner" means Martinsburg Mall LLC

                           "Purchase  Agreement"  means that certain  Purchase
and Sale Agreement  between PREIT  Associates,  L.P., as seller, and Lightstone
Real Estate Partners LLC, as purchaser.

                           "Regulations"  means  the  income  tax  regulations,
including  any  temporary  regulations  and  proposed regulations to the extent
that their proposed effective date would cause them to be applicable as of the
date of any determination, from time to time promulgated under the Code.

                           "Removed Member" means a member who withdraws from
the Company as a result of an Involuntary Withdrawal.

                           "Sale" means any sale or final disposition of the
Property.

                           "Transfer" means--when used as a noun--any sale,
hypothecation, pledge, assignment, attachment, or other
transfer--and, when used as a verb--means to sell, hypothecate, pledge, assign,
or otherwise transfer, in each case whether accomplished directly or indirectly.

                           "Treasury Regulations" means the regulations issued
from time to time by the Internal Revenue Service with
respect to the Code.

                  "Unreturned Capital Contribution" means, as to each Member,
such Member's Capital Contribution less the aggregate amount previously
distributed to such Member under Section 4.1.2(b).

                           "Voluntary Withdrawal" means a Member's
disassociation with the Company by means other than a Transfer or
an Involuntary Withdrawal.

                                     ARTICLE II
                    Formation and Name: Office; Purpose; Term

 2.1 Organization. The parties hereby organize a limited liability company
pursuant to the Act and the provisions of this Agreement and, for that purpose,
have caused the Certificate of Formation to be prepared, executed, and filed
with the Delaware Secretary of State on September 10, 2004. The Managing Member
shall take such further actions as shall be required by the Act or other laws of
the jurisdiction in which the Property is located, or as may be desirable
thereunder, to form the Company and to qualify the Company to do business in the
State of New York. At all times during the term of this Agreement, each Member
shall execute, and, on behalf of the Company, the Managing Member shall promptly
cause to be filed, such other and further certificates or instruments and
amendments thereto as may be necessary or desirable (i) for the perfection and
continued maintenance of the Company as a limited liability company under the
Act and under the laws of any state in which the Company is then doing business,
(ii) to cause such certificates or other documents to reflect accurately the
agreement of the Members and the amount (including reductions), if required, of
their respective Capital Contributions, and (iii) to permit the Company to own
the membership interest in the Property Owner and transact business lawfully.

 2.2 Name of the Company. The name of the Company shall be PRC Member LLC. The
Company may do business under that name and under any other name or names upon
which the Members agree. If the Company does business under a name other than
that set forth in its Certificate of Formation, then the Managing Member shall
file a certificate as required by the Act.


 2.3     Purpose.

        (a) Notwithstanding anything to the contrary in this
Agreement or in any other document governing the formation, management or
operation of the Company, the Company is organized solely for the following
purposes: (i) to own the membership interest in each Property Owner and to act
as the sole member of each Property Owner pursuant to the terms of the Limited
Liability Company Agreement of each Property Owner dated September 20, 2004,
(ii) to enter into the Mezzanine Loan Agreement and all other documents in
connection with the Mezzanine Loan (the "Mezzanine Loan Documents") with
Mezzanine Lender, and to perform its obligations with respect thereto, and
(iii) to engage in any and all business permitted under the Act which are
necessary and incidental thereto. The Company has the power and authority to do
anything permitted by the Act and other applicable law, subject to the
immediately preceding sentence.

                           (b) The Company, by or through the Managing Member on
behalf of the Company, may enter into and perform the Mezzanine Loan, the
Mezzanine Loan Documents, and all documents, agreements, certificates, or
financing statements contemplated thereby or related thereto, all without any
further act, vote or approval of any other Person notwithstanding any other
provision of this Agreement, the Act or applicable law, rule or regulation. The
foregoing authorization shall not be deemed a restriction on the powers of the
Company or the Managing Member to enter into other agreements on behalf of the
Company.

 2.4 Duration. The duration of the Company shall begin upon the filing of the
Certificate of Formation with the Delaware Secretary of State and shall continue
until its existence is terminated pursuant to Article VII of this Agreement.

 2.5 Members. The name, present mailing address, taxpayer identification number,
and Percentage of each Member are set forth on Exhibit A.

 2.6 Principal Office. The Company shall maintain its principal place of
business c/o Presidential Realty Corporation, 180 South Broadway, White Plains,
NY 10605.

                                     ARTICLE III
                       Members; Capital; Capital Accounts

 3.1 Capital Contributions. The parties hereto agree that the aggregate required
initial capital contributions of all Members shall be $1,438,410 ("Initial
Capital Contributions"). Set forth on Exhibit A attached hereto is a description
of the respective portion of the Initial Capital Contributions deemed made by
each Member on the date hereof.

 3.2 Additional Capital. The Managing Member shall make any additional capital
contributions to the Company from time to time in amounts in excess of the
Initial Capital Contributions required to carry out the purpose of the Company
as set forth in Section 2.3 hereof (the "Additional Capital Contributions").

 3.3     No Interest on Capital Contributions.  No interest shall be paid on
the Capital Contributions of Members.

 3.4 Form of Return of Capital. If a Member is entitled to receive a return of a
Capital Contribution, the Company shall distribute cash to the Member in return
of same.

 3.5     Capital Accounts.  A separate Capital Account shall be maintained for
each Member.

 3.6 Limited Liability of Members. No Member shall have any personal liability
for any obligation of the Company except for any personal liability expressly
assumed in writing by the Managing Member in connection with the incurrence of
Company indebtedness.


                                   ARTICLE IV
                   Distributions and Profit, Loss Allocations

 4.1 Distributions Generally. Except as provided in Section 4.4 hereof,
distributions of Proceeds shall be distributed to the Members at the reasonable
discretion of the Managing Member, subject to the terms and conditions of all
indebtedness of the Company; provided that Cash Flow shall be distributed not
less than annually and Capital Proceeds shall be distributed not later than
forty-five (45) days from the closing of the transaction giving rise to such
Capital Proceeds.

4.1.1    Distributions of Cash Flow.

                  Except as provided in Section 4.4 hereof, distributions of
Cash Flow shall be made to the Members as follows:

(a) First, to the Managing Member, until the Managing Member has received an
aggregate amount under this Section 4.1.1(a) and under Section 4.1.2(a) below
equal to an accrued return of eleven percent (11%) per annum on the Managing
Member's Unreturned Capital Contribution;

(b) Then, to the Members in accordance with their respective Percentages.

4.1.2    Distribution of Capital Proceeds.

                  Except as provided in Section 4.4 hereof, Capital Proceeds
shall be distributed to the Members as follows:

(a) First, to the Managing Member, until the Managing Member has received an
aggregate amount under this Section 4.1.2(a) and under Section 4.1.1(a) above
equal to an accrued return of 11% per annum on the Managing Member's Unreturned
Capital Contribution;

(b) Then, to the Managing Member, until the Managing member has received an
aggregate amount under this Section 4.1.2(b) equal to the Managing Member's
Capital Contribution.

(c) Then, to the Members in accordance with their respective Percentages.



 4.2     Allocation of Profits and Losses.

(a)               Allocations. The items of income, expense, gain and loss of
                  the Company comprising Profits and Losses for a taxable year
                  shall be allocated among the persons who were Members during
                  such taxable year in a manner that will reduce,
                  proportionately, the differences between their respective
                  Partially Adjusted Capital Accounts and Target Capital
                  Accounts for such taxable year. No portion of the Losses for
                  any taxable year shall be allocated to a Member whose Target
                  Capital Account is greater than or equal to its Partially
                  Adjusted Capital Account for such taxable year. No portion of
                  the Profits for any taxable year shall be allocated to any
                  Member whose Partially Adjusted Capital Account is greater
                  than or equal to its Target Capital Account for such taxable
                  year. For this purpose "Partially Adjusted Capital Account "
                  means, with respect to any Member for any taxable year, the
                  Capital Account of such Member at the beginning of such
                  taxable year, adjusted for all contributions and distributions
                  during such year and all special allocations pursuant to
                  Section 4.3 respect to such taxable year, but before giving
                  effect to any allocations of Profits or Losses for such
                  taxable year pursuant to this Section 4.2. For this purpose
                  "Target Capital Account" means the amount (which may be either
                  a positive or a deficit balance) equal to:

        (i)       the amount of the hypothetical distribution (if any) that such
                  Member would receive if, on the last day of the taxable year,
                  (x) all Company assets, including cash, were sold for cash
                  equal to their respective Adjusted Book Values, taking into
                  account any adjustments thereto for such taxable year, (y) all
                  Company liabilities were satisfied in cash according to their
                  terms (limited, with respect to each nonrecourse liability, to
                  the respective Adjusted Book Values of the assets securing
                  such liability), and (z) the net proceeds thereof (after
                  satisfaction of such liabilities) were distributed in full
                  pursuant to Section 4.1.2, over

        (ii)      the sum of (x) the amount, if any, without duplication, that
                  such Member would be obligated to contribute to the capital of
                  the Company pursuant to any provision of this Agreement, (y)
                  such Member's share of Company Minimum Gain determined
                  pursuant to Regulations Section 1.704-2(g), and (z) such
                  Member's share of Member Nonrecourse Debt Minimum Gain
                  determined pursuant to Regulations Section 1.704-2(j)(5), all
                  computed immediately prior to the hypothetical sale described
                  in Section 4.2(a)(i) hereof.

(b)               Determination of Items Comprising Allocations.

        (i)       In the event that the Company has Profits for a taxable year,

          (A)     for any Member whose Capital Account balance needs to be
                  reduced pursuant to Section 4.2 hereof, the allocation
                  required by Section 4.2 shall be comprised of a proportionate
                  share (based upon the relative amounts their Capital Accounts
                  need to be reduced) of each of the Company's items of expense
                  or loss entering into the computation of Profits for such
                  taxable year to the extent necessary to eliminate to the
                  maximum extent possible for the taxable year in question, the
                  differential between their respective Partially Adjusted
                  Capital Accounts and Target Capital Accounts; and

          (B)     the allocation pursuant to Section 4.2 hereof in respect of
                  each Member (other than a Member referred to in Section
                  4.2(b)(i)(A) hereof) shall be comprised of a proportionate
                  share (based upon the relative amounts their Capital Accounts
                  need to be adjusted) of each Company item of income, gain,
                  expense and loss entering into the computation of Profits for
                  such taxable year (other than the portion of each Company item
                  of expense and loss, if any, that is allocated pursuant to
                  Section 4.2(b)(i)(A) hereof).

        (ii)      In the event the Company has Losses for a taxable year,

          (A)     for any Member whose Capital Account balance needs to be
                  increased pursuant to Section 4.2 hereof, the allocation
                  required by Section 4.2 shall be comprised of a proportionate
                  share (based upon the relative amounts their Capital Accounts
                  need to be increased) of each of the Company's items of income
                  and gain entering into the computation of Losses for such
                  taxable year to the extent necessary to eliminate to the
                  maximum extent possible for the taxable year in question, the
                  differential between their respective Partially Adjusted
                  Capital Accounts and Target Capital Accounts; and

          (B)     the allocation pursuant to Section 4.2 hereof in respect of
                  each Member (other than a Member referred to in Section
                  4.2(b)(ii)(A) hereof) shall be comprised of a proportionate
                  share (based upon the relative amounts their Capital Accounts
                  need to be adjusted) of each Company item of income, gain,
                  expense and loss entering into the computation of Losses for
                  such taxable year (other than the portion of each Company item
                  of income and gain, if any, that is allocated pursuant to
                  Section 4.2(b)(ii)(A) hereof).

        (iii)     To the maximum  extent  possible in each taxable year,  the
                  items of taxable income and gain that are required to be
                  specially allocated  among any Members who need to be
                  allocated  items of Profit under Section 4.2(b) shall be
                  allocated  among them in the same  proportion  as the total
                  of all Profit  items that need to be  allocated  among them
                  under  Section 4.2(b).  Correspondingly,  to the maximum
                  extent possible in each taxable year, the items of
                  tax-deductible  items of expense and loss that are required
                  to be  specially  allocated  among all Members who need to be
                  allocated  items of Loss under Section  4.2(b) shall be
                  allocated  among them in the same  proportion as the total of
                  all Loss items that need to be allocated among them under
                  Section  4.2(b).  The purpose of this subsection is to assure
                  that such taxable and tax-deductible items are fairly
                  allocated among the Members each taxable year.

 4.3     Special Allocations.

4.3.1 Regulatory Allocations. Notwithstanding Section 4.2, allocations of net
income, net gain and net loss shall be made consistent with the qualified income
offset and Minimum Gain chargeback provisions of the Regulations promulgated
under Section 704(b) of the Code. Member Nonrecourse Deductions of the Company
for any fiscal year shall be specially allocated to the Member who bears the
economic risk of loss for the liability in question. The foregoing provision
relating to Member Nonrecourse Deductions is intended to satisfy the
requirements of Regulation Section 1.704-2(i)(1) and shall be interpreted in
accordance therewith. Nonrecourse Deductions of the Company for any fiscal year
shall be specially allocated to the Members in the same proportion as their
respective Percentages.

4.3.2 Residual Allocations; Code Section 704(c) Allocations. All items of
income, gain, loss, deduction, and any other allocations not otherwise provided
for shall be allocated among the Members for federal, state and local income tax
purposes consistent with the manner that the corresponding constituent items of
Profits and Losses shall be allocated among the Members pursuant to this
Agreement, except as may otherwise be provided herein or by the Code. To the
extent the Regulations promulgated pursuant to Subchapter K of Code (including
under Sections 704(b) and (c) of the Code) require allocations for tax purposes
that differ from the foregoing allocations, the Managing Member shall determine
the manner in which such tax allocations shall be made so as to comply more
fully with such Regulations. Allocations required under Section 704(c) (relating
to items of income, gain, loss and deduction with respect to contributed
property), or under Section 704(c) principles applicable under Regulations
Sections 1.704-1(b)(2)(iv) (relating to Company property that has been revalued
for Capital Account purposes) are solely for purposes for federal, state and
local taxes, and shall not be taken into account in computing any Member's
Capital Account or share of Profit or Loss or other items or distributions under
any provisions of this Agreement.

4.3.3 Gross Income Allocation. In the event any Member has an Adjusted Capital
Account Deficit at the end of any fiscal year of the Company, such Member shall
be specially allocated items of Company income and gain in the amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account Deficit of such Member as quickly as possible, provided that an
allocation pursuant to this Section 4.3.3 shall be made only if and to the
extent that such Member would have an Adjusted Capital Account Deficit in excess
of such amount after all other allocations provided for in Section 4.2 and this
Section 4.3 have been tentatively made as if the provision for the qualified
income offset in Section 4.3.1 and this Section 4.3.3 were not in the Agreement.

4.3.4 Loss Limitation. No Member shall be allocated Losses or deductions if the
allocation would cause the Member to have an Adjusted Capital Account Deficit or
would increase the Member's Adjusted Capital Account Deficit. Any allocation of
Loss or deduction that cannot be made to a Member by reason of this Section
4.3.5 shall be made to such Members that have positive Capital Account balances
in accordance with their relative balances subject to the limitation set forth
in the preceding sentence. If any Members are allocated an amount of Loss or
deduction by reason of the previous sentence, subsequent items of income or gain
in of an equal amount shall be allocated to such Members as soon as possible to
reverse such prior allocation of Loss.

 4.4     Liquidation and Dissolution.

4.4.1 If the Company is liquidated, in the year of such liquidation the assets
of the Company shall be distributed to the Members in accordance with the
positive balances in their respective Capital Accounts, after taking into
account all adjustments to Capital Accounts for the Company taxable year during
which the liquidation occurs.

4.4.2    No Member shall be obligated to restore a Negative Capital Account.

 4.5     General.
         -------

4.5.1 Except as otherwise provided in this Agreement, the timing and amount of
all distributions shall be determined by the Managing Member.

4.5.2 All distributions shall be made to the Persons shown on the records of the
Company to be Members as of the day on which such distribution is made.
Notwithstanding the foregoing, unless the Company's taxable year is separated
into segments, if there is a Transfer or an Involuntary Withdrawal during the
taxable year, the Profit and Loss for such taxable year shall be allocated
between the original Member and the successor generally on the basis of the
number of days each was a Member during the taxable year; provided, however, the
Company's taxable year shall be segregated into two or more segments in order to
account for Profit, Loss or proceeds attributable to any Sales on other
extraordinary, non-recurring items of the Company.

4.5.3 The Members are hereby authorized, upon the advice of the Company's tax
counsel, to amend this Article IV to the extent required to comply with the Code
and the Regulations promulgated under Code Sections 514(c)(9)(E) and 704(b);
provided, however, that no amendment shall either (i) materially affect
distributions to a Member without such Member's Approval or (ii) cause this
Agreement to not comply with Code Section 514(c)(9)(E) and the Regulations
promulgated thereunder.

 4.6 Clawback. Notwithstanding the other provisions of this Article IV, (a) if,
as a result of a mistake, any Member has received more money under Section 4.1
than the amount to which it was entitled, the recipient shall return the excess
amounts distributed to it within 5 business days after written notice from the
Managing Member (or any Non-Managing Member if the Managing Member fails to do
so) requesting such return and (b) if for any reason after Managing Member has
received money under Section 4.1.1(b) it is determined that any Non-Managing
Member has not received any amount to which it is entitled under a higher
distribution priority in Section 4.1.1(a) (whether on account of a subsequent
contribution of Capital by any Non-Managing Member, the making of a Contribution
Loan or otherwise), then until such Non-Managing Member receives such amount
there shall be distributed to such Non-Managing Member all sums otherwise
distributable to Managing Member under Section 4.1, but such sums shall in no
event exceed the sums previously distributed to Managing Member pursuant to
Section 4.1.1(b) and Managing Member agrees (A) to relinquish and waive any
right it may have under Section 4.1.1(b) to receive such sums and (B) that the
distribution of such sums to such Non-Managing Member shall, for purposes of
determining whether Managing Member has received the sums it is entitled to
receive under Section 4.1.1(b), be deemed to have satisfied such entitlement. If
necessary, the Managing Member shall have the authority to treat such payments
to any Non-Managing Member as guaranteed payments and to specially allocate the
deduction to Managing Member to reduce any excess Capital Account of Managing
Member if permitted under Code Section 514(c)(9)(E) and the Regulations
thereunder.

                                   ARTICLE V
                     Management: Rights, Powers, and Duties

 5.1 Management. Except as otherwise expressly provided herein, the management
and control of the Company shall be vested in the Managing Member. Except as
otherwise expressly provided herein, the Managing Member shall have sole and
exclusive continuing authority to manage the Company, and shall have all of the
rights, powers and authority conferred upon a manager or a managing member under
the Act to carry out any and all objects of the Company and to perform all acts
and enter into and perform all contracts and undertakings which, in its sole
discretion, it deems necessary, advisable or incidental thereto. No Member shall
have authority to bind the Company through its action or inaction in connection
with any matter except for the Managing Member. Notwithstanding the foregoing,
Managing Member shall cause the Company, as the sole member of the Property
Owner, to cause the Property Owner to distribute all Cash Flow of the Property
Owner to the Company no less frequently than annually, subject to any
restrictions or limitations imposed on the Property Owner pursuant to the terms
of the Mortgage Loan.

                  (a) All Member Approval. Notwithstanding any other provisions
of this Agreement, including Section 5.1, the Company and/or the Managing Member
may not, without the reasonable approval of Other Member, sell the Property or
refinance the Mortgage Loan.

5.1.1 Affiliate Contracts Approval. The Property Owner, the Company and/or the
Managing Member may not, without the Approval of Other Member, enter into any
agreements relating to the Property with any Affiliate of any Member (an
"Affiliate Contract").

 5.2     Personal Service.  No Member shall be required to perform services for
the Company solely by virtue of being a Member.

 5.3     Duties of Parties.

5.3.1 The Members shall devote such time to the business and affairs of the
Company as is necessary to carry out the Members' duties set forth in this
Agreement.

5.3.2 Nothing in this Agreement shall be deemed to restrict in any way the
rights of any Member, or of any Affiliate of any Member, to conduct any other
business or activity whatsoever, and no Member shall be accountable to the
Company or to any other Member with respect to that business or activity even if
the business or activity competes with the Company's business. The organization
of the Company shall be without prejudice to the Members' respective rights (or
the rights of their respective Affiliates) to maintain, expand, or diversify
such other interests and activities and to receive and enjoy profits or
compensation therefrom. Each Member waives any rights the Member might otherwise
have to share or participate in such other interests or activities of any other
Member or the Member's Affiliates.

5.3.3 Managing Member agrees that it will cause the Company, as the sole member
of the Property Owner, to use its best efforts to operate the Property so that,
the rental income derived from each ease with respect to the Property will
qualify as "rents from real property" as that term is defined in the Internal
Revenue Code Section 856(d)(1).

 5.4     Liability and Indemnification.

5.4.1 Except as specifically set forth elsewhere in this Agreement to the
contrary, or as otherwise required by law, no Member nor any of its officers,
directors, advisors or agents (each of whom is an "Indemnitee") shall be liable,
responsible or accountable in damages or otherwise to any of the other Members
or the Company for any act performed by Indemnitee within the scope of the
authority conferred upon him or it by this Agreement, or for any failure or
refusal by Indemnitee to perform any act, unless such act or failure or refusal
to act constitutes willful misconduct, gross negligence, or breach of fiduciary
duty in the performance of Indemnitee's obligations to the Company or the
Members. The doing of any act or the failure to do any act by any Indemnitee,
the effect of which may cause or result in loss or damage to the Company or the
other Members, shall not subject Indemnitee to any liability under this
Agreement if done or omitted pursuant to a favorable opinion of law issued by
counsel of recognized standing engaged by the Company and experienced in the
matters at issue.

5.4.2 To the full extent permitted by the Act, the Company shall indemnify,
defend and hold harmless each Indemnitee from and against any direct claim,
action, suit or proceeding brought or threatened against such Indemnitee, and
from and against any direct loss or damage incurred by such Indemnitee
("Damages") by reason of any act performed, or failure or refusal to act, by him
or it for and on behalf of the Company within the scope of his or its authority
under this Agreement, provided that such Indemnitee acted, or failed or refused
to act, in good faith and reasonably believed that such act or inaction was in
the best interests of the Company, and, in the case of a criminal proceeding,
provided that such Indemnitee had no reasonable cause to believe its conduct was
unlawful, and provided further that in each case the act or failure or refusal
to act did not constitute willful misconduct, gross negligence, or breach of
fiduciary duty. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, conclusively establish that the Person did not
act in good faith and in a manner which he or it reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or its
conduct was unlawful. Expenses (including reasonable out-of-pocket attorneys'
fees and direct expenses) incurred by an Indemnitee in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking (Approved by the Members) by or on
behalf of such Indemnitee to repay such amount if it shall ultimately be
determined that it is not entitled to be indemnified by the Company as
authorized in this section. Notwithstanding anything to the contrary in this
Section 5.4.2, at any time prior to the indefeasible repayment in full of the
Mezzanine Loan, the Company's indemnification obligation under this Section 5.4
shall (a) be fully subordinated to the Loan and (b) not constitute a claim
against the Company or its assets until such time as the Loan has been
indefeasibly paid in accordance with its terms and otherwise has been fully
discharged, unless otherwise agreed to by Lender in writing.

 5.5 Fees and Expenses. Neither the Members nor any of their Affiliates or the
respective principals or employees of either of them shall be entitled to any
reimbursement for any costs and expenses or paid any salary or other
compensation incurred in furtherance of the business of the Company, except as
expressly approved by all Members; provided, however, that the Managing Member
shall be reimbursed for reasonable out-of-pocket costs and expenses incurred by
it in the performance of its duties as Managing Member hereunder.
Notwithstanding anything to the contrary provided herein, in any Affiliate
Contract or in any other agreement, in no event shall the Company reimburse the
Members for any overhead costs.

                                  ARTICLE VI
                  Transfer of Interests, Withdrawal of Members

 6.1     Transfers.

(a) Except as set forth in Section 6.1(b) below, no Member and no direct or
indirect owner of such Member, may directly or indirectly, voluntarily Transfer
all, or any portion of, or any interest or rights in, the Membership Interest
owned by such Member without the Approval of the other Members, which Approval
may be withheld in such Member's sole and absolute discretion. Each Member
hereby acknowledges the reasonableness of this prohibition in view of the
purposes of the Company and the relationship of the Members. The voluntary
Transfer, directly or indirectly, of any Membership Interests or interest in a
Member in violation of the prohibition contained in this Section 6.1 shall be
deemed invalid, null and void, and of no force or effect. Any Person to whom
Membership Interests or interests in a Member are attempted to be transferred in
violation of this Section 6.1 shall not be entitled to vote on matters coming
before the Members, participate in the management of the Company, act as an
agent of the Company, receive distributions from the Company, or have any other
rights in or with respect to the Membership Interests.

(b) Notwithstanding anything contained herein, each Member may Transfer its
Membership Interest and/or any and all of its rights under this Agreement to an
Affiliate; provided, however, that David Lichtenstein shall at all times retain
control of the Managing Member.

(c) If the transferring Member is a corporation whose shares are not traded on a
recognized stock exchange, the provisions of this Section 6.1 shall apply to (x)
a Transfer (by one or more Transfers) of a majority of the stock of such Member,
or (y) the creation of new stock (by one or more transactions) resulting in the
vesting of a majority of the stock of such Member in a party or parties who are
nonstockholders as of the date immediately prior to such transaction, as if such
Transfer or vesting of a majority of the stock of such Member were a Transfer of
such Member's Membership Interest in violation of the provisions of this Section
6.1.

(d) If the transferring Member is a partnership or a limited liability company,
the provisions of this Section 6.1 shall apply to a Transfer (by one or more
direct or indirect Transfers) of a majority interest in the partnership or
limited liability company, as if such Transfer were a Transfer of such Member's
Membership Interest in violation of the provisions of this Section 6.1.

(e) If the proposed transferor (whether a Member or a constituent member,
partner or shareholder of a Member) is a natural Person, Transfers shall be
permitted (i) to a trust for the benefit of any immediate family member (father,
mother, sister, brother, son, daughter, spouse, niece, nephew, grandson and/or
granddaughter) with respect to the proposed Transfer, but only if the proposed
transferor retains management authority and control of the interest so
transferred or (ii) by succession or testamentary disposition upon death to any
such immediate family members.

 6.2 Voluntary Withdrawal. No Member shall have the right or power to
Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement. Any withdrawal in violation of this Agreement shall entitle the
Company to damages for breach, which may be offset against the amounts otherwise
distributable to such Member.

 6.3 Involuntary Withdrawal. Immediately upon the occurrence of an Involuntary
Withdrawal, the successor of the Removed Member shall not become a Member, but
such successor shall be entitled to the Removed Member's share of the Profits
and Losses of, and the right to receive distributions from, the Company
("Economic Interest"). If the Company is continued as provided in Section
7.1(c), the successor of the Removed Member shall have all the rights of a
holder of an Economic Interest, including the right to receive the fair market
value of the Removed Member's Economic Interest upon the liquidation of the
Company (and as of such date and no other date), in accordance with the
provisions of Article VII of this Agreement.

 6.4 New Members. Additional members who are not a party to this Agreement shall
not be admitted to the Company except as provided in this Article VI.

                                  ARTICLE VII
            Dissolution, Liquidation, and Termination of the Company

 7.1     Events of Dissolution.  The Company shall be dissolved upon the
happening of any of the following events:

(a) upon the Sale of the Property and the distribution of all Proceeds from such
Sale, unless the Company provides purchase money financing in connection with
such Sale or obligates itself to retain certain contingent liabilities and
proceeds, in which case the Company shall be dissolved upon the repayment in
full of such financing or the expiration of such contingent liability period;

(b) upon the written agreement of all of the Members;

(c) upon the occurrence of an Involuntary Withdrawal, unless the remaining
Members, within ninety (90) days after the occurrence of the Involuntary
Withdrawal, elect to continue the business of the Company pursuant to the terms
of this Agreement; or

(d) as may otherwise be required under the Act.

 7.2 Procedure for Winding Up and Distribution. If the Company is dissolved, the
remaining Members shall wind up its affairs. On winding up of the Company, the
assets of the Company shall be distributed, first, to creditors of the Company,
including holders of Economic Interests who are creditors, in satisfaction of
the liabilities of the Company, and then to the Members and holders of Economic
Interests in accordance with Section 4.4 of this Agreement.

 7.3 Filing of Articles of Dissolution. If the Company is dissolved, the Members
shall promptly file Articles of Dissolution with the Delaware Secretary of
State. If there are no remaining Members, the Articles shall be filed by the
last Person to be a Member; if there are no remaining Members, or a Person who
last was a Member, the Articles shall be filed by the legal or personal
representatives of the Person who last was a Member.

                                    ARTICLE VIII
                  Books, Records, Accounting, and Tax Elections

 8.1 Bank Accounts. The Managing Member shall cause all funds of the Company to
be deposited in a bank account or accounts opened in the Company's name. The
Managing Member shall determine the institution or institutions at which the
accounts will be opened and maintained, the types of accounts, and the Persons
who will have authority with respect to the accounts and the funds therein.

 8.2 Books and Records. The Managing Member shall keep or cause to be kept
complete and accurate books and records of the Company as required under the Act
as well as supporting documentation of transactions with respect to the conduct
of the Company's business. The books and records shall be maintained in
accordance with GAAP accounting practices and shall be available at the
Company's principal office for examination by any Member or the Member's duly
authorized representative at any and all reasonable times during normal business
hours.

 8.3 Annual Accounting Period; Accounting Methods; Tax Elections. The annual
accounting period of the Company shall be its taxable year. The Company's
taxable year shall be selected by the Managing Member, subject to the
requirements and limitations of the Code. The Company shall use such accounting
methods as the Managing Member elects in its sole discretion, subject to the
requirements and limitations of the Code. The Managing Member shall cause the
Company's accountants to prepare and file the Company's tax returns and,
together with such accountants, will determine the positions of the Company on
such tax returns subject to the requirements and limitations of the Code. The
Managing Member, on behalf of the Company, shall, from time to time, make all
elections for federal income tax purposes, including, without limitation,
elections under Code Sections 704(c) and 754, with the reasonable Approval of
the Members holding at least 51% of the Percentages.

 8.4     Reports.
         -------

(a) Within ninety (90) days after the end of each taxable year of the Company,
the Managing Member shall cause to be sent to each Person who was a Member at
any time during the taxable year then ended a complete accounting of the affairs
of the Company for the taxable year then ended. In addition, within ninety (90)
days after the end of each taxable year of the Company, the Managing Member
shall cause to be sent to each Person who was a holder of an Economic Interest
at any time during the taxable year then ended, that tax information concerning
the Company which is necessary for preparing the income tax returns of the
holder of the Economic Interest for that year. Any Member shall have the right
to cause an audit of the Company's books and records to be prepared by
independent accountants for any period deemed necessary or advisable by such
Member, the cost of which shall be borne by the party requesting the audit.

(b) Within ninety (90) days after the end of each taxable year of the Company,
the Managing Member will obtain from the Property Owner and deliver to the
Members a statement itemizing the sources and types of gross revenue for the
preceding fiscal year paid by tenants at the Property and any other
miscellaneous income from the Property.

(c) Managing Member will obtain and deliver to the Members within thirty (30)
days after the end of each calendar quarter a statement reflecting any leasable
space at the Property that is vacant at the end of the calendar quarter and all
leases and/or renewals entered into by the Property Owner during such calendar
quarter.

(d) Within ninety (90) days after the end of each taxable year of the Company,
the Managing Member shall prepare and deliver to the Members a certificate
stating that, except as set forth in the certificate, to the best knowledge of
the Managing Member, the Property has been operated during the immediately
preceding fiscal year in conformity with the provisions of Section 5.3.3.

 8.5 Tax Matters Member. The Members designate the Managing Member to be the
"tax matters partner" ("Tax Matters Member") of the Company within the meaning
of Code Section 6231. The Tax Matters Member shall have all powers and
responsibilities granted to a "tax matters partner" (within the meaning of Code
Section 6231) under the Code and Regulations. The Tax Matters Member shall keep
all Members informed of all notices from government taxing authorities that may
come to the attention of the Tax Matters Member. The Company shall pay and be
responsible for all reasonable third-party costs and expenses incurred by the
Tax Matters Member in performing those duties. Nothing in this Article VIII
shall limit the ability of any Member to take any action in its individual
capacity relating to administrative proceedings of Company matters that is left
to the determination of any individual Member under the Code or under any
similar provision of state or local law. A Member shall be responsible for any
costs incurred by the Member with respect to any tax audit or tax-related
administrative or judicial proceeding against any Member, even though it relates
to the Company. The Tax Matters Member shall not compromise any dispute with the
Internal Revenue Service or agree to extend the statute of limitations with
respect to tax liens of the Company without the Approval of all of the Members.

                                   ARTICLE IX
                               General Provisions

 9.1 Assurances. Each Member shall execute all certificates and other documents
and shall do all such filing, recording, publishing, and other acts as the
Managing Member deems appropriate pursuant to Section 2.1 or otherwise to comply
with the requirements of law for the formation and operation of the Company and
to comply with any laws, rules, and regulations relating to the acquisition,
operation, or holding of the property of the Company.

 9.2 Notifications. Any notice, demand, consent, election, offer, approval,
request, or other communication (collectively a "notice") required or permitted
under this Agreement must be in writing and either delivered personally, by
overnight mail using a nationally recognized overnight courier or sent by
certified or registered mail, postage prepaid, return receipt requested or by
facsimile transmission, provided that the sender of such transmission can
produce evidence of electronic confirmation that such notice was received by the
Member or Member's Agent to whom it was transmitted. A notice must be addressed
to a Member at the Member's last known address on the records of the Company. A
notice to the Company must be addressed to the Company's principal office. A
notice delivered personally or by overnight mail using a nationally recognized
overnight courier will be deemed given only when acknowledged in writing or
rejected by the person to whom it is delivered. A notice that is sent by mail
will be deemed given three (3) business days after it is mailed. Any party may
designate, by notice to all of the others, substitute addresses or addressees
for notices; and, thereafter, notices are to be directed to those substitute
addresses or addressees. A notice sent by facsimile is deemed given when receipt
is confirmed.

 9.3 Specific Performance. The parties recognize that irreparable injury will
result from a breach of any provision of this Agreement and that money damages
will be inadequate to fully remedy the injury. Accordingly, in the event of a
breach or threatened breach of one or more of the provisions of this Agreement,
any party who may be injured (in addition to any other remedies which may be
available to that party) shall be entitled to seek one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

 9.4 Complete Agreement. This Agreement constitutes the complete and exclusive
statement of the agreement among the Members with respect to the subject matter
thereof. It supersedes all prior written and oral statements, including any
prior representation, statement, condition, or warranty.

 9.5 Applicable Law. All questions concerning the construction, validity, and
interpretation of this Agreement and the performance of the obligations imposed
by this Agreement shall be governed by the internal law, not the law of
conflicts, of the State of Delaware.

 9.6 Article and Section Titles. The headings herein are inserted as a matter of
convenience only and do not define, limit, or describe the scope of this
Agreement or the intent of the provisions hereof.

 9.7 Binding Provisions. This Agreement is binding upon, and inures to the
benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

 9.8 Exclusive Jurisdiction and Venue. Any suit involving any dispute or matter
arising under this Agreement may only be brought in the United States District
Court for the Southern District of New York or any New York State Court located
in New York County having jurisdiction over the subject matter of the dispute or
matter. All Members hereby consent to the exercise of personal jurisdiction by
any such court with respect to any such proceeding.

 9.9 Terms. Common nouns and pronouns shall be deemed to refer to the masculine,
feminine, neuter, singular, and plural, as the identity of the Person may in the
context require.

 9.10 Separability of Provisions. Each provision of this Agreement shall be
considered separable; and if, for any reason, any provision or provisions herein
are determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement that are valid.

 9.11 Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, constitute one and the same document. The signature of any party
to any counterpart shall be deemed a signature to, and may be appended to, any
other counterpart.

 9.12 Amendments. Any amendment to this Agreement shall be effective only if
such amendment is evidenced by a written instrument duly executed and delivered
by each Member.

                                     ARTICLE X
                         Representations and Warranties

 10.1 Each Member represents, warrants and covenants to each other Member and to
the Company that:

(a) such Member, if not a natural person, is duly formed and validly existing
under the laws of the jurisdiction of its organization with full power and
authority to conduct its business to the extent contemplated in this Agreement;

(b) this Agreement has been duly authorized, executed and delivered by such
Member and constitutes the valid and legally binding agreement of such Member
enforceable in accordance with its terms against such Member except as
enforceability hereof may be limited by bankruptcy, insolvency, moratorium and
other similar laws relating to creditors' rights generally and by general
equitable principles;

(c) the execution and delivery of this Agreement by such Member and the
performance of its duties and obligations hereunder do not result in a breach of
any of the terms, conditions or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, credit agreement, note or other evidence
of indebtedness, or any lease or other agreement, or any license, permit,
franchise or certificate, to which such Member is a party or by which it is
bound or to which its properties are subject, or require any authorization or
approval under or pursuant to any of the foregoing, or violate any statute,
regulation, law, order, writ, injunction, judgment or decree to which such
Member is subject;

(d) such Member is not in default (nor has any event occurred which with notice,
lapse of time, or both, would constitute a default) in the performance of any
obligation, agreement or condition contained in any indenture, mortgage, deed of
trust, credit agreement, note or other evidence of indebtedness or any lease or
other agreement, or any license, permit, franchise or certificate, to which it
is a party or by which it is bound or to which the properties of it are subject,
nor is it in violation of any statute, regulation, law, order, writ, injunction,
judgment or decree to which it is subject, which default or violation would
materially adversely affect such Member's ability to carry out its obligations
under this Agreement;

(e) there is no litigation, investigation or other proceeding pending or, to the
knowledge of such Member, threatened against such Member or any of its
Affiliates which, if adversely determined, would materially adversely affect
such Member's ability to carry out its obligations under this Agreement;

(f) no consent, approval or authorization of, or filing, registration or
qualification with, any court or governmental authority on the part of such
Member is required for the execution and delivery of this Agreement by such
Member and the performance of its obligations and duties hereunder.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                  IN WITNESS WHEREOF, the parties have executed, or caused this
Agreement to be executed, under seal, as of the date set forth hereinabove.

                                        MEMBERS:

                                        PRESIDENTIAL REALTY CORPORATION


                                        By:/s/ Jeffrey F. Joseph
                                        -------------------------
                                        Name: Jeffrey F. Joseph
                                        Title:   President


                                        By:/s/ David Lichtenstein
                                        --------------------------
                                        David Lichtenstein





                                 PRC MEMBER LLC
                               Operating Agreement


                                    Exhibit A
               List of Members, Capital, and Membership Interests



             Name                   Initial Cash Contribution   Percentages

   Presidential Realty Corporation       $1,438,410.00              29%

   David Lichtenstein                            $0.00              71%