**FORM
      OF**


**LIMITED
      LIABILITY COMPANY AGREEMENT**


**OF**


**1407
      BROADWAY MEZZ II LLC**





THIS
      LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement” )
      of 1407
      BROADWAY MEZZ II LLC (the
“ Company ”),
      is
      entered into by Lightstone 1407 Manager LLC, a Delaware limited liability
      company, as the managing member (the “ Managing
      Member ”),
      and
      LVP 1407 Broadway LLC, a Delaware limited liability company (” LVP ”;
      together with the Managing Member, collectively, the “ Members ”
and
      individually, a “ Member ”),
      and
      MICHELLE A. DREYER, as the Special Member (as defined on Schedule
      A hereto).
      LVP shall sometimes hereinafter also be referred to as the “ Non-Managing
      Member ”.
      Capitalized terms used and not otherwise defined herein have the meanings set
      forth on Schedule
      A hereto.




**RECITALS**




WHEREAS,
      the Company was formed on November 28, 2006 **** as
      a
      limited liability company under the Delaware Limited Liability Company Act,
      as
      amended from time to time (the “Act”); and




WHEREAS,
      the Members desire to state the terms and conditions of the
      Company.




NOW
      THEREFORE, in consideration of the premises and the agreements herein contained,
      the Members and the Special Member hereby agree as follows:




Section
      1.  Name .




The
      name
      of the limited liability company formed hereby is 1407 BROADWAY MEZZ II
      LLC.




Section
      2.  Principal
      Business Office .




The
      principal business office of the Company shall be located at 326 Third Street,
      Lakewood, NJ 08701, or such other location as may hereafter be determined by
      the
      Member.




Section
      3.  Registered
      Office .




The
      address of the registered office of the Company in the State of Delaware is
      c/o
      Registered Agents Legal Services, LLC, 1220 N. Market Street, Suite 806,
      Wilmington, DE 19801.




Section
      4.  Registered
      Agent .




The
      name
      and address of the registered agent of the Company for service of process on
      the
      Company in the State of Delaware York is c/o Registered Agents Legal Services,
      LLC, 1220 N. Market Street, Suite 806, Wilmington, DE 19801.









Section
      5.  Members .




The
      mailing address of each Member is set forth on Schedule
      B attached
      hereto. The Members were admitted to the Company as members of the Company
      upon
      their execution of counterpart signature pages to this Agreement.




Subject
      to Section
      9(d) ,
      the
      Members may act by written consent.




Upon
      the
      occurrence of any event that causes the last
      remaining Member
      to
      cease to be a member of the Company (other than (i) upon an assignment by the
      last remaining Member of all of its limited liability company interest in the
      Company and the admission of the transferee pursuant to Sections
      21 and 23 ,
      or (ii)
      the resignation of the last remaining Member and the admission of an additional
      member of the Company pursuant to Sections
      22 and 23 ),
      the
      person acting as an Independent Manager pursuant to Section
      10 shall,
      without any action of any Person and simultaneously with the last remaining
      Member ceasing to be a member of the Company, automatically be admitted to
      the
      Company as a Special Member and shall continue the Company without dissolution.
      No Special Member may resign from the Company or transfer its rights as Special
      Member unless (i) a successor Special Member has been admitted to the Company
      as
      Special Member by executing a counterpart to this Agreement, and (ii) such
      successor has also accepted its appointment as Independent Manager pursuant
      to Section
      10 ;
      provided, however, each Special Member shall automatically cease to be a member
      of the Company upon the admission to the Company of a substitute Member. Each
      Special Member shall be a member of the Company that has no interest in the
      profits, losses and capital of the Company and has no right to receive any
      distributions of Company assets. Pursuant to Section 18-301 of the Act, a
      Special Member shall not be required to make any capital contributions to the
      Company and shall not receive a limited liability company interest in the
      Company. A Special Member, in its capacity as Special Member, may not bind
      the
      Company. Except as required by any mandatory provision of the Act, each Special
      Member, in its capacity as Special Member, shall have no right to vote on,
      approve or otherwise consent to any action by, or matter relating to, the
      Company, including, without limitation, the merger, consolidation or conversion
      of the Company. In order to implement the admission to the Company of each
      Special Member, each person acting as an Independent Manager pursuant to Section
      10 shall
      execute a counterpart to this Agreement. Prior to its admission to the Company
      as Special Member, the person acting as an Independent Manager pursuant to Section
      10 shall
      not be a member of the Company.




Section
      6.  Certificates .




Nancy
      Bergmann is hereby designated as an “authorized person” within the meaning of
      the Act, and executed, delivered and filed the Certificate of Formation of
      the
      Company with the Secretary of State of the State of Delaware, and such
      execution, delivery and filing is hereby approved and ratified. Upon the filing
      of the Certificate of Formation with the Delaware Secretary of State, her powers
      as an “authorized person” ceased, and the Managing Member thereupon became the
      designated “authorized person” and shall continue as the designated “authorized
      person” within the meaning of the Act. The Managing Member or an Officer shall
      execute, deliver and file any other certificates (and any amendments and/or
      restatements thereof) necessary for the Company to qualify to do business in
      any
      jurisdiction in which the Company may wish to conduct business.




2


The
      existence of the Company as a separate legal entity shall continue until
      cancellation of the Certificate of Formation as provided in the
      Act.




Section
      7.  Purposes .
      The
      purpose conducted or promoted by the Company has been since its formation and
      will continue to be to engage in the following activities:




(a)




(i)  to acquire
      and own hold, sell, transfer or otherwise dispose of a 100% limited liability
      company interest (the “ Membership
      Interest ”)
      in,
      and to be and act as the sole member of, 1407 Broadway Mezz LLC, a Delaware
      limited liability company (“ Mezz
      LLC ”) ,
      to
      cause Mezz LLC to acquire and own, hold, sell, transfer or otherwise dispose
      of
      a 100% limited liability company interest in, and to be and act as the sole
      member of, 1407 Broadway Real Estate LLC, a Delaware limited liability company
      (“ Property
      Owner ”),
      and
      to cause Property Owner to acquire, improve, finance, hold, own, operate, rent,
      redevelop, sell, mortgage, exchange, convey, or otherwise dispose of the
      Property, and to engage, and to cause the Subsidiaries to engage, in all actions
      necessary and appropriate to accomplish the foregoing;




(ii)  to
      pledge
      its Membership Interest in Mezz LLC to Lehman Brothers Holdings Inc.
      (“ Lehman ”),
      in
      connection with the Mezzanine Loan made by Lehman to Mezz LLC, and to execute
      and deliver any documents and certificates or engage in any actions necessary
      or
      desirable in connection therewith on behalf of itself and Mezz LLC;
      and




(iii)  to
      engage
      in any lawful act or activity and to exercise any powers permitted to limited
      liability companies organized under the laws of the State of Delaware that
      are
      related or incidental to and necessary, convenient or advisable for the
      accomplishment of the above-mentioned purposes.




(b) The
      Company, by or through the Managing Member, or any Officer on behalf of the
      Company, may enter into and perform the Basic Documents, and 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 Managing
      Member or any Officer to enter into other agreements on behalf of the
      Company.




Section
      8.  Powers .




Subject
      to Section
      9(d) ,
      the
      Company, the Managing Member and the Officers of the Company on behalf of the
      Company, (i) shall have and exercise all powers necessary, convenient or
      incidental to accomplish its purposes as set forth in Section
      7 and (ii)
      shall have and exercise all of the powers and rights conferred upon limited
      liability companies formed pursuant to the Act.




3


Section
      9.  Management .




(a) Subject
      to Sections
      9(d) and 9(e), the
      business and affairs of the Company shall be managed by or under the direction
      of the Managing Member. Subject to Section
      10, the
      Managing Member may determine at any time in its sole and absolute discretion
      the number of Independent Managers. The initial number of Independent Managers
      shall be one. The initial Independent Manager designated by the Managing Member
      is Michelle A. Dreyer.




(b) Powers .
      Subject
      to Sections
      9(d) and 9(e) ,
      the
      Managing Member shall have the power to do any and all acts necessary,
      convenient or incidental to or for the furtherance of the purposes described
      herein, including all powers, statutory or otherwise. Subject to Sections
      7 and 9, the
      Managing Member has the authority to bind the Company. Notwithstanding the
      foregoing, the parties expressly acknowledge that the
      adoption, modification or revocation of a Major Decision requires the Approval
      of the Non-Managing Member. If the Managing Member proposes to adopt, modify
      or
      revoke a Major Decision, it shall deliver notice to the Non-Managing Member
      describing the proposal, which notice shall contain a sentence in bold type
      stating that if the Non-Managing Member fails to respond to the Managing Member
      within ten (10) business days after notice of such proposal, then such proposal
      shall be deemed to have been Approved. If the Non-Managing Member fails to
      respond to the Managing Member within ten (10) business days after notice of
      such proposal, then such proposal shall be deemed to have been
      Approved.




(c) Managing
      Member as Agent .
      To the
      extent of its powers set forth in this Agreement and subject to Section
      9(d), the
      Managing Member is an agent of the Company for the purpose of the Company's
      business, and the actions of the Managing Member taken in accordance with such
      powers set forth in this Agreement shall bind the Company.




(d) Limitations
      on the Company's Activities .




(i)  This Section
      9(d) is being
      adopted in order to comply with certain provisions of the Loan Documents
      required in order to qualify the Company as a “special purpose”
entity.




(ii)  The
      Managing Member shall not, so long as any Obligation is outstanding, amend,
      alter, change or repeal Sections
      5 , 7 , 8 , 9 , 10 , 16 , 20 , 21 , 22 , 23 , 24 , 25 , 26 or 31 or Schedule
      A of this
      Agreement without the unanimous written consent of the Members and the
      Independent Manager, and, after securitization of the Loan, only if the Company
      receives confirmation that the Rating Agency Condition is satisfied. Subject
      to
      this Section
      9(d) ,
      the
      Managing Member reserves the right to amend, alter, change or repeal any
      provisions contained in this Agreement in accordance with Section
      31 .




(iii)  A. Notwithstanding
      any other provision of this Agreement and any provision of law that otherwise
      so
      empowers the Company, the Managing Member, any Officer or any other Person,
      neither the Managing Member nor any Officer nor any other Person shall be
      authorized or empowered, nor shall they permit the Company to, and the Company
      shall not, with respect to itself, without the prior unanimous written vote
      of
      the Members and the Independent Manager take any Bankruptcy Action provided, however ,
      that
      the Members may not vote on, or authorize the taking of, any Bankruptcy Action,
      unless there is at least one Independent Manager then serving in such
      capacity.




4


B.  Notwithstanding
      any other provision of this Agreement and any provision of law that otherwise
      so
      empowers the Company, the Managing Member, any Officer or any other Person,
      so
      long as any Obligations remain outstanding, neither the Managing Member nor
      any
      Officer nor any other Person shall be authorized or empowered, nor shall they
      permit the Company, to take any Material Action without the consent of Lender
      (which consent will not be withheld if such Material Action would result in
      proceeds which would indefeasibly satisfy the Obligations in full in accordance
      with the Basic Documents).




(iv)  The
      Managing Member shall cause the Company to do or cause to be done all things
      necessary to preserve and keep in full force and effect its existence, rights
      (charter and statutory) and franchises; provided,  however ,
      that
      the Company shall not be required to preserve any such right or franchise if:
      (1) the Managing Member shall determine that the preservation thereof is no
      longer desirable for the conduct of its business and that the loss thereof
      is
      not disadvantageous in any material respect to the Company and (2) the
      Rating Agency Condition is satisfied. The Managing Member has not caused or
      permitted the Company since its formation to and shall not cause or permit
      the
      Company to, and the Company shall not:




A.  engage
      in
      any business or activity other than as provided in Section 7 above;




B.  acquire
      or own any assets other than as provided in Section 7 above;




C.  to
      the
      fullest extent permitted by law, merge into or consolidate with any Person
      or
      dissolve, wind-up, terminate or liquidate in whole or in part, sell, transfer
      or
      otherwise dispose of all or substantially all of its assets or change its legal
      structure, transfer or permit the direct or indirect transfer of any interest,
      as applicable, other than as permitted in the Loan Documents or seek to
      accomplish any of the foregoing;




D.  fail
      to
      preserve its existence as a limited liability company duly formed, validly
      existing and in good standing under the laws of the State of Delaware, fail
      to
      remain qualified to do business and in good standing in each state in which
      the
      conduct of its business will so require, amend, modify, terminate or fail to
      comply with the single purpose entity provisions contained herein;




5


E.  own
      any
      subsidiary, other than Mezz LLC, or make any investment in, any Person without
      the consent of Lender or acquire obligations or securities of its members (other
      than the Membership Interests);




F. commingle
      its assets with the assets of any other Person;




G.  incur
      any
      debt, secured or unsecured, direct or contingent (including guaranteeing any
      obligation), other than customary unsecured trade payables incurred in the
      ordinary course of business provided the same (x) do not exceed, in the
      aggregate, at any time a maximum amount of two percent (2%) of the outstanding
      principal amount of the Note evidencing the Loan, and (y) are paid within sixty
      (60) days of the date incurred;




H.  fail
      to
      maintain its records, books of account, bank accounts, financial statements,
      accounting records and other entity documents separate and apart from those
      of
      any other Person and the Company shall not permit any affiliate independent
      access to its bank accounts;




I.  enter
      into any contract or agreement with any general partner, member, shareholder,
      principal or affiliate of the Company, Guarantor or Indemnitor, or any general
      partner, member, principal or affiliate thereof, except upon terms and
      conditions that are intrinsically fair and substantially similar to those that
      would be available on an arms-length basis with third parties other than any
      general partner, member, shareholder, principal or affiliate of the Company,
      Guarantor or Indemnitor, or any general partner, member, principal or affiliate
      thereof;




J.  maintain
      its assets in such a manner that it will be costly or difficult to segregate,
      ascertain or identify its individual assets from those of any other
      Person;




K.  assume
      or
      guaranty the debts of any other Person, hold itself out to be responsible for
      the debts of another person or otherwise pledge its assets for the benefit
      of
      any other Person or hold out its credit as being available to satisfy the
      obligations of any other Person except to the extent provided in the Loan
      Documents;




L.  make
      any
      loans or advances to any third party, including, without limitation, any member
      or affiliate of the Company, or any general partner, member, principal or
      affiliate thereof;




M.  (i)
      if
      required by applicable law, fail to file its own tax returns (subject to any
      permitted extensions), or (ii) if the Company is part of a consolidated group
      for purposes of filing tax returns, fail to cause the Company to be shown as
      a
      separate member of such group whose assets are not available to satisfy the
      obligations of such group and whose liabilities remain separate from such group,
      or (iii) if the Company is identified in any of its member’s tax returns, fail
      to cause the Company to be identified as a separate entity whose assets are
      not
      available to satisfy the obligations of any such members and whose liabilities
      remain separate from such members;




6


N.  fail
      either to hold itself out to the public as a legal entity separate and distinct
      from any other entity or person or to conduct its business solely in its own
      name or fail to correct any known misunderstanding regarding its separate
      identity and the Company shall not identify itself as being a department or
      division of any other Person;




O.  fail
      to
      maintain adequate capital for the normal obligations reasonably foreseeable
      in a
      business of its size and character and in light of its contemplated business
      operations;




P.  fail
      to
      pay its expenses and liabilities (including, without limitation, salaries of
      its
      employees) only out of its own funds to the extent such funds are available
      and
      the Company shall maintain a sufficient number of employees in light of its
      contemplated business operations;




Q.  fail
      to
      allocate shared expenses (including, without limitation, shared office space)
      and use separate stationary, invoices and checks; or




R.  acquire
      any business assets from, or capital stock, or other ownership interest of,
      or
      be a party to, any acquisition.




Failure
      of the Company, or the Managing Member on behalf of the Company, to comply
      with
      any of the foregoing covenants or any other covenants contained in this
      Agreement shall not affect the status of the Company as a separate legal entity
      or the limited liability of the Managing Member or the Independent Manager.
      In
      addition, none of the foregoing provisions shall require the Managing Member
      to
      make any additional capital contributions to the Company.




(v)  So
      long
      as any Obligation is outstanding, the Managing Member shall not cause or permit
      the Company to and the Company shall not:




A.  except
      as
      contemplated by the Loan Documents, guarantee any obligation of any Person,
      including any Affiliate or become obligated for the debts of any Person or
      hold
      out its credit as being available to pay the obligations of any other
      Person;




7


B.  engage,
      directly or indirectly, in any business other than the actions required or
      permitted to be performed under Section 7 ,
      the
      Basic Documents or this Section
      9(d) ;




C.  incur,
      create or assume any indebtedness or liabilities other than as expressly
      permitted under the Loan Documents;




D.  make
      or
      permit to remain outstanding any loan or advance to, or own or acquire any
      stock
      or securities of, any Person;




E.  to
      the
      fullest extent permitted by law, engage in, seek or consent to any dissolution,
      winding up, liquidation, consolidation, merger, asset sale or transfer of
      ownership interests other than such activities as are expressly permitted
      pursuant to any provision of the Basic Documents; or




F.  other
      than with respect to Mezz LLC, form, acquire or hold any subsidiary (whether
      corporate, partnership, limited liability company or other) or own any equity
      interest in any Person,.




(e) Major
      Decisions .
      Notwithstanding any other provisions of this Agreement, the Company and/or
      the
      Managing Member may not, without the approval of the Non-Managing Member of
      the
      Company take any of the following actions or cause Mezz LLC or Property Owner
      to
      take any of the following actions (each, a “ Major
      Decision ”):




(i)  borrow
      money (whether on a secured or unsecured basis, and whether senior, on par
      or
      subordinate to the Loans, but excluding trade debt or amend the terms and
      conditions of any financing of the Company or any of its Subsidiaries, including
      the Loans, in any material respect or make elections with respect to interest
      periods, interest rates or other material provisions under any such
      financing;




(ii)  lend
      money (whether on a secured or unsecured basis, but excluding trade
      debt);




(iii)  grant
      any
      mortgage, security interest or any other lien on any Property or any other
      assets of the Company or any of its Subsidiaries;;




(iv)  subject
      all or any part of any Property to a condominium statute or convert any Property
      to condominium or cooperative form of ownership;




(v)  except
      as
      otherwise provided herein, sell all or any portion of any Property;




(vi)  seek
      or
      consent to any change in the zoning or other land use regulations affecting
      any
      Property or any permits or approvals granted thereunder if such change will
      materially adversely affect the value of the Property or the rights, interests
      or obligations of the parties under this Agreement;




8


(vii)  rebuild
      or reconstruct the improvements on the Property if they are substantially
      damaged by a fire or other casualty, except to the extent the Company or any
      of
      its Subsidiaries is required to do so pursuant to the Loan Documents or except
      to the extent that the cost to rebuild or reconstruct the improvements is less
      than $1,000,000;




(viii)  acquire
      any real property (other than the Property), any direct or indirect interest
      in
      real property, or any interest in any Person other than the
      Subsidiaries;




(ix)  adopt
      the
      annual operating budget of the Company and its Subsidiaries, which must be
      submitted to the Non-Managing Member for its Approval by November 30 of the
      preceding year (each such annual budget, as Approved, an “Approved
      Budget”);




(x)  incur
      any
      single capital expenditure in excess of $50,000, other than capital expenditures
      which are (i) set forth in an Approved Budget, or (ii) otherwise specifically
      Approved by the Non-Managing Member;




(xi)  assign,
      transfer, pledge, compromise or release any of the claims of or debts or
      insurance or condemnation proceeds due the Company exceeding $50,000 except
      in
      connection with the receipt by the Company of payment in full of such claims
      or
      debts;




(xii)  enter
      into any lease for a portion of the Property in excess of 25,000 square
      feet;




(xiii)  change
      the Company’s or any Subsidiaries’ accounting method, either for financial or
      tax reporting purposes or otherwise;




(xiv)  dissolve
      the Company or any Subsidiary;




(xv)  effect
      any merger, consolidation or restructuring of the Company or any Subsidiary;




(xvi)  purchase
      or redeem all or any portion of the limited liability company interest of any
      Member in the Company, except as provided herein with respect to permitted
      transfers;




(xvii)  form,
      directly or indirectly, any subsidiary other than the Subsidiaries;




(xviii)  other
      than in connection with the Loans, sell, assign, transfer, pledge, hypothecate
      or otherwise dispose of or encumber all or any portion of any of the Company’s
      interest in any Subsidiary or permit any Subsidiary to sell, assign, transfer,
      pledge, hypothecate or otherwise dispose of or encumber all or any portion
      of
      its assets or cause or permit any additional equity interests to be issued
      by or
      new members to be admitted to any Subsidiary;




9


(xix)  amend
      or
      otherwise modify any of the organizational documents of the Company or any
      Subsidiary in any material respect or take any action which would result in
      the
      Company not being able to manage or exercise control over any Subsidiary;




(xx)  enter
      into or conduct any business or operations other than in connection with the
      business of the Company as contemplated by Section 7 hereof or otherwise herein,
      or take any action which would cause the Company or any Subsidiary to cease
      being a “special purpose” entity as provided in Section 9(d) above;




(xxi)  employ
      any Member or any Affiliate of any Member on behalf of the Company or any
      Subsidiary or otherwise deal with the Company or any Subsidiary (whether as
      a
      buyer, seller, lessor, lessee, manager, broker, agent, furnisher of services,
      lender or otherwise) and pay to or receive from the Company, its Subsidiaries,
      any Member and any of their Affiliates any compensation, price, fee, commission
      or other payment therefore, except as contemplated by this Agreement or as
      set
      forth on Schedule
      D hereto;




(xxii)  employ
      any accountants for the Company or any attorneys for the Company (except that
      the Members specifically approve Herrick, Feinstein LLP and Cozen O’Connor being
      retained as attorneys for the Company and Amper, Politziner, Mattia and/or
      Schonbraun McCann Group being retained as accountants for the
      Company);




(xxiii)  settle
      any casualty loss (except to the extent fully covered by insurance less any
      deductible) or condemnation claim in excess of $250,000;




(xxiv)  settle
      any material litigation or threatened litigation, including without limitation
      that certain litigation regarding the sub-leasehold interest in the
      Property;




(xxv)  enter
      into any material contract or amendment;




(xxvi)  issue
      additional equity interests in itself or any Subsidiary; and




(xxvii)  take
      any
      other actions which, pursuant to the terms of this Agreement, require Approval
      of all of the Members.




(f)  Deadlock
      Regarding Significant Decisions; Buy/Sell Option .
      In the
      event there is not a unanimous vote of the Members with respect to any Major
      Decision or Bankruptcy Action (a " Deadlock "),
      whether at a meeting of the Members or by an action by written consent in
      accordance with this Section 9 of this Agreement, then within two (2) business
      days after such vote (or such consent is requested by a Member) each Member
      shall provide to the other Member a written notice describing in reasonable
      detail the reason for its position with respect to the Major Decision or
      Bankruptcy Action at issue. The Members shall then enter into good faith
      negotiations to amicably resolve such Deadlock and continue such negotiations
      for a period of at least five (5) business days (such period being the
      " Cooling-Off
      Period ").
      If a
      Deadlock is not resolved during the Cooling-Off Period, then commencing on
      the
      business day following the date that the Cooling-Off Period shall have
      terminated (the " Termination
      Date "),
      each
      of the Members shall have the following rights:




10


(i)  either
      Member (the " Initiating
      Member ")
      shall
      be entitled to deliver a written notice (the " Offer
      Notice ")
      to the
      other (the " Deciding
      Member ")
      specifying in such notice that the Initiating Member offers to purchase all,
      but
      not less than all, of the limited liability company interest in the Company
      of
      the Deciding Member upon the terms and conditions specified in reasonable detail
      in the Offer Notice; and




(ii)  upon
      receipt of an Offer Notice, the Deciding Member shall have three (3) business
      days to deliver a written notice (the " Response
      Notice ")
      to the
      Initiating Member specifying in the Response Notice either that:




A.  the
      Deciding Member has elected to sell all of its limited liability company
      interest in the Company to the Initiating Member at the price and upon the
      terms
      and conditions specified in the Offer Notice, in which case, the Initiating
      Member shall purchase, and the Deciding Member shall sell, all of the Deciding
      Member's limited liability company interest in the Company at the price and
      upon
      the terms and conditions specified in the Offer Notice; or




B.  the
      Deciding Member has elected to purchase all of the Initiating Member's limited
      liability company interest in the Company at the Offer Price (as defined below)
      and upon the terms and conditions specified in the Offer Notice, in which case
      the Deciding Member shall purchase, and the Initiating Member shall sell, all
      of
      the Initiating Member's limited liability company interest in the Company at
      the
      Offer Price and upon the terms and conditions specified in the Offer
      Notice.




(iii)  An
      Offer
      Notice shall only be valid if delivered on or after the Termination Date, and
      any Offer Notice delivered prior to such time shall be deemed null and void
      and
      have no force or effect. Each Member agrees that if an Offer Notice is not
      sent
      within five (5) business days following the Termination Date, then the Deadlock
      shall be deemed to have been amicably resolved and the proposed action that
      is
      the subject of the Deadlock shall be deemed to have been adopted by the
      Members.




(iv)  Upon
      delivery of an Offer Notice to either Member, then the Deciding Member shall
      not
      be permitted to deliver a subsequent Offer Notice and any such subsequent Offer
      Notice shall be deemed null and void and have no force or effect; provided , however ,
      that in
      the event that each Member shall have delivered to the other an Offer Notice
      on
      the same day (without regard to the time of day such Offer Notice is received)
      then, in such event, the Offer Notice which contains the lowest purchase price
      for the other's limited liability company interest in the Company shall be
      deemed null and void and have no force or effect.




(v)  Notwithstanding
      any provision contained herein to the contrary, in the event that the Deciding
      Member has not delivered a Response Notice within the three (3) business day
      period provided for in Section 9(f)(ii) above, then for purposes of this
      Agreement the Deciding Member shall be deemed to have made the election
      specified in Section 9(f)(ii)(A) above and thereafter the Deciding Member shall
      sell all of its limited liability company interest in the Company to the
      Initiating Member at the price and upon the terms and conditions specified
      in
      the Offer Notice.




11


(vi)  The
      Members agree that irreparable damage would occur in the event any of the
      provisions of this Section 9(f) were not performed in accordance with the terms
      hereof and that the Members shall be entitled to specific performance of the
      terms and provisions of this Section 9(f), in addition to any other remedy
      at
      law or equity. The Members further agree that time is of the essence with
      respect to any time periods set forth in this Section 9(f).




(vii)  For
      purposes of this Section 9(f), the " Offer
      Price "
      means
      the product obtained when multiplying (i) the quotient obtained when dividing
      (x) the dollar amount of the price offered by the Initiating Member in the
      Offer
      Notice by (y) the Percentage of limited liability company interest in the
      Company of the Deciding Member multiplied by 100, and (ii) the Percentage of
      limited liability company interest in the Company of the Initiating Member
      multiplied by 100.




Section
      10.  Independent
      Manager .




As
      long
      as any Obligation is outstanding, the Managing Member shall cause the Company
      at
      all times to have at least one Independent Manager who will be appointed by
      the
      Managing Member. To the fullest extent permitted by law, including Section
      18-1101(c) of the Act, the Independent Manager shall consider only the interests
      of the Company, including its respective creditors, in acting or otherwise
      voting on the matters referred to in Section
      9(d)(iii) .
      No
      resignation or removal of an Independent Manager, and no appointment of a
      successor Independent Manager, shall be effective until such successor shall
      have executed a counterpart to this Agreement. In the event of a vacancy in
      the
      position of Independent Manager, the Managing Member shall, as soon as
      practicable, appoint a successor Independent Manager. All right, power and
      authority of the Independent Manager shall be limited to the extent necessary
      to
      exercise those rights and perform those duties specifically set forth in this
      Agreement and the Independent Manager shall have no authority to bind the
      Company. Except as provided in the second sentence of this Section
      10 ,
      in
      exercising their rights and performing their duties under this Agreement, any
      Independent Manager shall have a fiduciary duty of loyalty and care similar
      to
      that of a director of a business corporation organized under the General
      Corporation Law of the State of Delaware. No Independent Manager shall at any
      time serve as trustee in bankruptcy for any Affiliate of the
      Company.




Section
      11.  Officers .




(a) Officers .
      The
      initial Officers of the Company shall be designated by the Managing Member
      and
      shall consist of at least a President and a Secretary. The Managing Member
      may
      also choose one or more Vice Presidents, Assistant Secretaries and Assistant
      Treasurers. Any number of offices may be held by the same person. The Managing
      Member may appoint such other Officers and agents as it shall deem necessary
      or
      advisable who shall hold their offices for such terms and shall exercise such
      powers and perform such duties as shall be determined from time to time by
      the
      Managing Member. The salaries of all Officers and agents of the Company shall
      be
      fixed by or in the manner prescribed by the Managing Member. The Officers of
      the
      Company shall hold office until their successors are chosen and qualified.
      Any
      Officer may be removed at any time, with or without cause, by the affirmative
      vote of the Managing Member. Any vacancy occurring in any office of the Company
      shall be filled by the Managing Member. The initial Officers of the Company
      designated by the Managing Member are listed on Schedule
      E hereto.




12


(b) President .
      The
      President shall be the chief executive officer of the Company, shall be
      responsible for the general and active management of the business of the Company
      and shall see that all orders and resolutions of the Company are carried into
      effect. The President or any other Officer authorized by the President or the
      Managing Member shall execute all bonds, mortgages and other contracts, except:
      (i) where required or permitted by law or this Agreement to be otherwise signed
      and executed, including Section
      7(b )
      (ii)
      where signing and execution thereof shall be expressly delegated by the Managing
      Member to some other Officer or agent of the Company, and (iii) as otherwise
      permitted in Section
      11(c) .




(c) Vice
      President .
      In the
      absence of the President or in the event of the President's inability to act,
      the Vice President, if any (or in the event there be more than one Vice
      President, the Vice Presidents in the order designated by the Managing Member,
      or in the absence of any designation, then in the order of their election),
      shall perform the duties of the President, and when so acting, shall have all
      the powers of and be subject to all the restrictions upon the President. The
      Vice Presidents, if any, shall perform such other duties and have such other
      powers as the Managing Member may from time to time prescribe.




(d) Secretary
      and Assistant Secretary .
      The
      Secretary shall be responsible for filing legal documents and maintaining
      records for the Company. The Secretary shall attend all meetings of the Company
      and record all the proceedings of the meetings of the Company in a book to
      be
      kept for that purpose and shall perform like duties for the standing committees
      when required. The Secretary shall give, or shall cause to be given, notice
      of
      all meetings of the Member, if any, and shall perform such other duties as
      may
      be prescribed by the President, under whose supervision the Secretary shall
      serve. The Assistant Secretary, or if there be more than one, the Assistant
      Secretaries in the order determined by the Managing Member (or if there be
      no
      such determination, then in order of their election), shall, in the absence
      of
      the Secretary or in the event of the Secretary's inability to act, perform
      the
      duties and exercise the powers of the Secretary and shall perform such other
      duties and have such other powers as the Managing Member may from time to time
      prescribe




(e) Officers
      as Agents .
      The
      Officers, to the extent of their powers set forth in this Agreement or otherwise
      vested in them by action of the Managing Member not inconsistent with this
      Agreement, are agents of the Company for the purpose of the Company's business
      and, subject to Section
      9(d) ,
      the
      actions of the Officers taken in accordance with such powers shall bind the
      Company.




(f) Duties
      of Officers .
      Except
      to the extent otherwise provided herein, each Independent Manager and Officer
      shall have a fiduciary duty of loyalty and care similar to that of directors
      and
      officers of business corporations organized under the General Corporation Law
      of
      the State of Delaware.




Section
      12.  Limited
      Liability .




13


Except
      as
      otherwise expressly provided by the Act, the debts, obligations and liabilities
      of the Company, whether arising in contract, tort or otherwise, shall be the
      debts, obligations and liabilities solely of the Company, and neither the
      Members nor the Special Member nor the Independent Manager shall be obligated
      personally for any such debt, obligation or liability of the Company solely
      by
      reason of being a Member, Special Member or Independent Manager of the
      Company.




Section
      13.  Capital
      Contributions .




The
      Members have contributed to the Company property of an agreed value as listed
      on Schedule
      B attached
      hereto in consideration of their respective Percentage Interests (hereinafter
      defined) in the Company. “Percentage
      Interest” means the ownership interest
      of each Member in the
      Company (the **“** Membership
      Interests ”) ,
      expressed as a percentage, as set forth on  Schedule
      B .
      In
      accordance with Section
      5 ,
      the
      Special Member shall not be required to make any capital contributions to the
      Company.




Section
      14.  Additional
      Contributions .




The
      Members are not required to make any additional capital contribution to the
      Company. However, the Members may make additional capital contributions to
      the
      Company at any time upon the written consent of the Members. To the extent
      that
      a Member makes an additional capital contribution to the Company, the Managing
      Member shall revise Schedule
      B of this
      Agreement. The provisions of this Agreement, including this Section
      14 ,
      are
      intended to benefit the Members and the Special Member and, to the fullest
      extent permitted by law, shall not be construed as conferring any benefit upon
      any creditor of the Company (other than Lender for so long as any Obligation
      is
      outstanding) (and no such creditor of the Company shall be a third-party
      beneficiary of this Agreement, except as provided in Section 29) and the Members
      and the Special Member shall not have any duty or obligation to any creditor
      of
      the Company to make any contribution to the Company or to issue any call for
      capital pursuant to this Agreement.




Section
      15.  Allocation
      of Profits and Losses .




All
      items of Company profit, loss, gain, deduction and credit shall be allocated
      among the Members in proportion to their respective Percentage
      Interests .




Section
      16.  Distributions .




Distributions
      of Available Cash shall
      be
      distributed to the Members from time to time, as determined by the Managing
      Member. All distributions shall be made
      on
      a pro
      rata basis in
      accordance with each
      Member’s respective Percentage Interest. The Managing Member shall use its commercially reasonable
      efforts to distribute sufficient Available Cash to permit Lightstone Value
      Plus
      Real Estate Investment Trust, Inc. (the “REIT”), the indirect parent of LVP, to
      distribute annually to its stockholders all of its taxable income. Notwithstanding
      any provision to the contrary contained in this Agreement, the Company shall
      not
      be required to make a distribution to any Member on account of its interest
      in
      the Company if such distribution would violate the Act or any other applicable
      law or any Basic Document.




14


Section
      17.  Books
      and Records .




(a)  The
      Managing Member shall keep or cause to be kept complete and accurate books
      of
      account and records with respect to the Company's business. The books of the
      Company shall at all times be maintained by the Managing Member. The Members
      and
      their duly authorized representatives shall have the right to examine the
      Company books, records and documents during normal business hours. The Company,
      and the Managing Member on behalf of the Company, shall not have the right
      to
      keep confidential from the other Member any information that the Managing Member
      would otherwise be permitted to keep confidential from the Member pursuant
      to
      Section 18-305(c) of the Act. The Company's books of account shall be kept
      using
      the method of accounting determined by the Managing Member in accordance with
      generally accepted accounting principles in the United States of America and
      in
      a manner that will permit the REIT to satisfy any reporting requirements that
      state regulators may impose upon it. The Company's independent auditor, if
      any,
      shall be an independent public accounting firm selected by the Managing
      Member.




(b) All
      funds
      of the Company shall be deposited in a bank account or accounts in the Company's
      name.




Section
      18.  Intentionally
      Omitted.




Section
      19.  Other
      Business .




The
      Members, the Special Member and any Affiliate of the Members or the Special
      Member may engage in or possess an interest in other business ventures
      (unconnected with the Company) of every kind and description, independently
      or
      with others notwithstanding any other duty existing at law or in equity. The
      Company shall not have any rights in or to such independent ventures or the
      income or profits therefrom by virtue of this Agreement.




Section
      20.  Exculpation
      and Indemnification .




(a) Neither
      the Members nor the Special Member nor any Officer, Independent Manager,
      employee or agent of the Company nor any employee, representative, agent or
      Affiliate of the Members or the Special Member nor any member of the Board
      of
      Directors of the REIT (collectively, the “ Covered
      Persons ”)
      shall,
      to the fullest extent permitted by law, be liable to the Company or any other
      Person who is bound by this Agreement for any loss, damage or claim incurred
      by
      reason of any act or omission performed or omitted by such Covered Person in
      good faith on behalf of the Company and in a manner reasonably believed to
      be
      within the scope of the authority conferred on such Covered Person by this
      Agreement, except that a Covered Person shall be liable for any such loss,
      damage or claim incurred by reason of such Covered Person's gross negligence
      or
      willful misconduct.




(b) To
      the
      fullest extent permitted by applicable law, a Covered Person shall be entitled
      to indemnification from the Company for any loss, damage or claim incurred
      by
      such Covered Person by reason of any act or omission performed or omitted by
      such Covered Person in good faith on behalf of the Company and in a manner
      reasonably believed to be within the scope of the authority conferred on such
      Covered Person by this Agreement, except that no Covered Person shall be
      entitled to be indemnified in respect of any loss, damage or claim incurred
      by
      such Covered Person by reason of such Covered Person's gross negligence or
      willful misconduct with respect to such acts or omissions; provided,  however ,
      that
      any indemnity under this Section
      20 by the
      Company shall be provided out of and to the extent of Company assets only,
      and
      the Members and the Special Member shall not have personal liability on account
      thereof and provided  further ,
      that so
      long as any Obligation is outstanding, any indemnity payment from funds of
      the
      Company (as distinct from funds from other sources, such as insurance) of any
      indemnity under this Section
      20 shall be
      subordinate to payments then due pursuant to the Basic Documents.




15


(c) To
      the
      fullest extent permitted by applicable law, expenses (including reasonable
      legal
      fees) incurred by a Covered Person defending any claim, demand, action,


suit
      or
      proceeding shall, from time to time, be advanced by the Company prior to the
      final disposition of such claim, demand, action, suit or proceeding upon receipt
      by the Company of an undertaking by or on behalf of the Covered Person to repay
      such amount if it shall be determined that the Covered Person is not entitled
      to
      be indemnified as authorized in this Section
      20 .




(d) A
      Covered
      Person shall be fully protected in relying in good faith upon the records of
      the
      Company and upon such information, opinions, reports or statements presented
      to
      the Company by any Person as to matters the Covered Person reasonably believes
      are within such other Person's professional or expert competence and who has
      been selected with reasonable care by or on behalf of the Company, including
      information, opinions, reports or statements as to the value and amount of
      the
      assets, liabilities, or any other facts pertinent to the existence and amount
      of
      assets from which distributions to the Members might properly be
      paid.




(e) To
      the
      extent that, at law or in equity, a Covered Person has duties (including
      fiduciary duties) and liabilities relating thereto to the Company or to any
      other Covered Person, a Covered Person acting under this Agreement shall not
      be
      liable to the Company or to any other Covered Person for its good faith reliance
      on the provisions of this Agreement or any approval or authorization granted
      by
      the Company or any other Covered Person. The provisions of this Agreement,
      to
      the extent that they restrict the duties and liabilities of a Covered Person
      otherwise existing at law or in equity, are agreed by the Members and the
      Special Member to replace such other duties and liabilities of such Covered
      Person.




(f) The
      foregoing provisions of this Section
      20 shall
      survive any termination of this Agreement.




Section
      21.  Assignments;
      Transfers .




(a) Except
      as
      otherwise provided in this Agreement, (i) no Member may sell, transfer, assign,
      hypothecate, pledge or otherwise dispose of or encumber (including the grant
      of
      an option with respect to any of the foregoing), directly or indirectly
      (“ Transfer ”),
      all
      or any part of its limited liability company interest in the Company or withdraw
      from the Company, and (ii) no Transfer of any direct or indirect interest in
      a
      Member shall be permitted, except (in the case of both clauses (i) and (ii))
      with the prior written approval of the Managing Member, which approval may
      be
      granted or withheld by the Managing Member in its sole and absolute discretion.




16


(b) To
      the
      fullest extent permitted by law, any Transfer not in compliance with the
      requirements of this Section
      21 shall be
      void as against the Company and the other Members and shall be disregarded
      by
      all of the Members and the Company for all purposes of allocations and
      distributions hereunder. The Company shall be entitled to treat the record
      owner
      of a limited liability company interest in the Company as the absolute owner
      thereof for all purposes and shall incur no liability to any purported
      transferee or any other Person for distributions of money or other property
      in
      good faith made to the record owner of such limited liability company interest
      in the Company, unless and until all conditions of any Transfer shall have
      been
      fulfilled in accordance herewith to the satisfaction of the Company, subject
      to
      the prior written approval of the Managing Member which approval may be granted
      or withheld by the Managing Member in its sole and absolute
      discretion.




(c) Unless
      a
      transferee is substituted as a Member in accordance with this Section 21(c),
      the
      transferee shall not be entitled to any of the rights of a Member hereunder
      with
      respect to the limited liability company interest in the Company transferred.
      A
      transferee of a limited liability company interest in the Company may be
      substituted as a Member and shall thereupon be entitled to the rights of a
      Member with respect to such limited liability company interest in the Company,
      only upon satisfaction of the following conditions:




(i)  the
      transferor shall have granted the transferee the right to be substituted as
      a
      Member in its place;




(ii)  the
      Managing Member has approved the Transfer in writing, which it may refuse to
      do
      for any reason or for no reason;




(iii)  the
      transferee shall have paid, or made arrangement satisfactory to the Managing
      Member to pay, to the Company all costs and expenses incurred by the Company
      in
      connection with such substitution, including any costs incurred in amending
      this
      Agreement, the certificate of formation, if necessary, or any other document
      filed with respect to the Company in any jurisdiction;




(iv)  the
      transferee shall have executed and delivered such instruments, in form and
      substance satisfactory to the Managing Member, as the Managing Member may deem
      to be necessary or desirable to effect such substitution and to confirm the
      agreement of the transferee to be bound by and subject to all of the terms
      and
      provisions of this Agreement and any other relevant agreements relating to
      the
      Company to which the Transferor and the Company or other Members are
      parties;




(v)  such
      Transfer shall not result in the termination of the Company or any of its
      Subsidiaries pursuant to Code Section 708;




(vi)  the
      Managing Member has received an opinion of the Company’s counsel that the
      proposed Transfer is permissible under all applicable federal or state
      securities laws and will not cause the Company to be classified other than
      as a
      partnership for federal income tax purposes or cause the Company to terminate
      for federal income tax purposes; and




17


(vii)  such
      assignment shall not result in a default or event of default under any of the
      Loan Documents or any other material instruments or agreements to which the
      Company or any of the Subsidiaries is a party or to which the Property is
      subject and the Company and the Managing Member shall have obtained all consents
      to such assignment required pursuant to the Loan Documents.




(d) Right
      to
      Force Sale of Property. Notwithstanding any provision contained herein to the
      contrary, at any time after seven years from the date hereof, the Non-Managing
      Member shall have the right to force the Company to dispose of the Property
      by
      delivering written notice thereof (a “ Sale
      Notice ”)
      to the
      Managing Member. Any Sale Notice shall indicate the appraised value of the
      Property, as determined by an independent, third party appraiser selected by
      the
      Board of Directors of the REIT (the “ Appraised
      Value ”).
      Upon
      receipt of a Sale Notice, the Managing Member shall have the right to elect
      to
      either (i) initiate a sale of the Property for the Appraised Value or (ii)
      within ninety (90) days of receipt of a Sale Notice, purchase the Non-Managing
      Member’s Membership Interest in the Company for an amount equal to the amount of
      cash that would be distributed to the Non-Managing Member under Article 16,
      if
      the Property were sold for the Appraised Value, assuming that all Company
      indebtedness were repaid in full (including prepayment penalties that would
      be
      then due and payable) and transaction costs equal to the sum of (i) the transfer
      taxes that would be due upon such sale and (ii) two and one-half percent (2.5%)
      of the Appraised Value were to be paid prior to the hypothecated liquidation
      distributions.




(e) Right
      of
      First Refusal; Tag-Along Right. Notwithstanding any provision contained herein
      to the contrary, if at any time a
      Member shall
      desire to sell all or any portion of its limited liability company interest
      in
      the Company to an unaffiliated third party purchaser (the “ Third
      Party Purchaser ”),
      then
      before any such sale may be consummated, the terms and provisions of this
      Section 11(e) must be complied with.




(i)  In
      the
      event that a Member intends to accept a bona fide written offer received from
      a
      Third Party Purchaser to purchase all or any portion of its limited liability
      company interest in the Company (the “ Selling
      Member ”),
      then
      such Selling Member shall promptly give written notice (the “ Sale
      Notice ”)
      thereof to the remaining Member (the “ Remaining
      Member ”)
      setting forth the terms of the offer and the identity of the Third Party
      Purchaser and include therewith copies of all relevant documents, to the extent
      such documentation exists. For a period of ten (10) business days (the
“ Ten
      Day Period ”)
      after
      receipt of the Sale Notice, the Remaining Member shall have the right by
      delivering the written notice provided in Section 11(e)(ii)(A) or Section
      11(e)(iii)(A) below to either:




A.  purchase
      that portion of the Selling Member’s limited liability company interest in the
      Company which the Third Party Purchaser intends to acquire (the “ Offered
      Company Interest ”)
      in
      accordance with Section 11(e)(ii) below at an aggregate purchase price (the
      “ First
      Refusal Purchase Price ”)
      equal
      to the purchase price offered in writing by the Third Party Purchaser for the
      Offered Company Interest (the “ First
      Refusal Right ”);
      or




18


B.  sell
      to
      the Third Party Purchaser in accordance with Section 11(e)(iii) below that
      portion of Remaining Member’s limited liability company interest in the Company
      (the “ Tag-Along
      Portion ”)
      equal
      to the product obtained when multiplying: (I) the Remaining Member’s
      limited liability company interest in the Company immediately prior to the
      sale
      to the Third Party Purchaser, and (II) the aggregate amount of limited liability
      company interest in the Company the Third Party Purchaser desires to acquire
      from the Selling Member and that the Selling Member desires to sell to the
      Third
      Party Purchaser at an aggregate purchase price (the “ Tag-Along
      Purchase Price ”)
      equal
      to the product obtained when multiplying (I) the purchase price offered in
      writing by the Third Party Purchaser for the Offered Company Interest, and
      (II)
      the Remaining Member’s Percentage Interest in the Company immediately prior to
      the sale to the Third Party Purchaser (the “ Tag-Along
      Right ”).




(ii)  A.
      If the
      Remaining Member shall elect to exercise the First Refusal Right pursuant to
      Section 11(e)(i)(A) above, then within the Ten Day Period the Remaining
      Member: (x) shall send a written notice (the “ First
      Refusal Notice ”)
      to the
      Selling Member specifying the date on which the purchase and sale of the Offered
      Company Interest (the “ First
      Refusal Closing ”)
      shall
      occur, which date shall not be earlier than ten (10) calendar days nor later
      than sixty (60) calendar days from the date such notice is delivered; and (y)
      shall pay to the Selling Member in immediately available funds by bank wire
      transfer, certified check or bank cashier’s check a non refundable deposit in an
      amount equal to the lesser of (a)
      $500,000, (b) the dollar amount of the First Refusal Purchase Price, or (c)
      the
      dollar amount of any deposit offered or made by the Third Party Purchaser (the
      “ First
      Refusal Deposit ”),
      which
      First Refusal Deposit, in any event, shall be credited against the First Refusal
      Purchase Price if the First Refusal Closing shall occur.




B.  At
      the
      First Refusal Closing: (i) the Remaining Member shall pay to the Selling
      Member the First Refusal Purchase Price less the First Refusal Deposit in cash
      in immediately available funds by bank wire transfer, certified check or bank
      cashier’s check; and (ii) the Selling Member shall transfer and assign to the
      Remaining Member the Offered Company Interest free and clear of any encumbrance
      and shall execute and deliver to the Company all necessary documentation
      reasonably required in order to effectuate the transfer and sale of the Offered
      Company Interest. In the event the Remaining Member does not consummate the
      First Refusal Closing as aforesaid as a result of the Remaining Member’s breach
      or default of its obligations hereunder, the First Refusal Deposit shall be
      retained by the Selling Member as liquidated damages and not as a
      penalty.




(iii)  A.
      If the
      Remaining Member shall elect to exercise the Tag-Along Right pursuant to Section
      11(e)(i)(B) above, then within the Ten Day Period the Remaining Member shall
      send a written notice (the “ Tag-Along
      Notice ”)
      to the
      Selling Member which notice: (x) shall specify the Remaining Member’s desire to
      exercise the Tag-Along Right pursuant to Section 11(e)(i)(B) above; and (y)
      shall contain a covenant and undertaking by the Remaining Member to transfer
      and
      assign the Tag-Along Portion to the Third Party Purchaser at a closing (the
      “ Tag-Along
      Closing ”)
      determined by the Selling Member and the Third Party Purchaser and to execute
      and deliver documentation substantively and substantially identical to the
      documentation that the Selling Member is executing and delivering in connection
      with the sale to the Third Party Purchaser.




19


B.  At
      the
      Tag-Along Closing: (i) the Third Party Purchaser shall pay the Tag-Along
      Purchase Price to the Remaining Member in the same manner as the Third Party
      Purchaser pays the remaining portion of the purchase price for that portion
      of
      the Selling Member’s limited liability company interest in the Company which is
      subject to the Third Party Purchaser’s offer, and (ii) the Remaining Member
      shall transfer and assign to the Third Party Purchaser the Tag-Along Portion
      of
      the Remaining Member’s limited liability company interest in the Company to the
      Third Party Purchaser free and clear of any encumbrance, and shall execute
      and
      deliver to the Third Party Purchaser all necessary documentation reasonably
      required by the Selling Member in order to effectuate the transfer and sale
      of
      the Tag-Along Portion to the Third Party Purchaser; provided , however ,
      that
      the Remaining Member shall only be required to execute documentation
      substantively and substantially identical to the documentation that the Selling
      Member is executing and delivering in connection with the Selling Member’s sale
      of its limited liability company interest in the Company to the Third Party
      Purchaser.




(iv)  The
      failure of the Remaining Member to give either (x) a First Refusal Notice and
      to
      fund the First Refusal Deposit provided for in Section 11(e)(ii)(A) above within
      the time period required pursuant to Section 11(e)(ii)(A), or (y) the Tag-Along
      Notice provided for in Section 11(e)(iii)(A) above within the time period
      required pursuant to Section 11(e)(iii)(A) shall be deemed to be an election
      by
      the Remaining Member not to exercise the First Refusal Right or the Tag-Along
      Right, as the case may be, as to such offer. The election by the Remaining
      Member not to exercise the First Refusal Right or the Tag-Along Right, as the
      case may be, as to any offer shall not affect the Remaining Member’s First
      Refusal Right or the Tag-Along Right as to any subsequent offer. If the
      Remaining Member elects not to exercise the First Refusal Right or the Tag-Along
      Right, then the Selling Member may proceed to transfer the Offered Company
      Interest in accordance with the terms of the third party offer within a period
      of one hundred and eighty (180) days after the date of the Sale Notice; but
      if
      such sale is not consummated within such one hundred and eighty (180) day
      period, then the limited liability company interest in the Company covered
      by
      the offer will be again be subject to the First Refusal Right and Tag-Along
      Right provided by this Section 11(e); provided , however ,
      that if
      the Remaining Member shall timely deliver the First Refusal Notice and fund
      the
      First Refusal Deposit in accordance with Section 11(e)(ii)(A) but later fails
      to
      consummate the acquisition of the Offered Company Interest at the First Refusal
      Closing, then, in addition to retaining the First Refusal Deposit as liquidated
      damages (and not as a penalty) the Selling Member shall have a period of an
      additional ninety (90) days from the date of the First Refusal Closing to
      consummate the sale of the Offered Company Interest that was subject to the
      First Refusal Right to the Third Party Purchaser; and provided  further , however ,
      that if
      the Remaining Member shall timely deliver the Tag-Along Notice in accordance
      with Section 11(e)(iii)(A) but later fails to sell the Tag-Along Portion to
      the
      Third Party Purchaser at the Tag-Along Closing, then the Selling Member shall
      have a period of an additional ninety (90) days from the date of the Tag-Along
      Closing to consummate the sale of the entire amount of limited liability company
      interest in the Company that the Third Party Purchaser originally intended
      to
      acquire from the Selling Member.




20


(v)  Any
      Third
      Party Purchaser to whom the Offered Company Interest or the Tag-Along Portion
      is
      transferred under this Section 11(e) shall hold such limited liability company
      interest in the Company subject to all terms and conditions of this Agreement
      and shall, as a condition of receiving such limited liability company interest
      in the Company, execute and deliver any and all documentation, and comply with
      any and all terms and conditions, reasonably requested by the Managing
      Member.




Section
      22.  Resignation .




Except
      as
      expressly provided in this Agreement, the Managing Member shall not resign
      or
      withdraw as managing member of the Company without the prior written approval
      of
      the other Members, which approval may be withheld by such Members in their
      sole
      discretion.




Section
      23.  Admission
      of Additional Members .




One
      or
      more additional Members of the Company may be admitted to the Company with
      the
      written consent of the Managing Member; provided , however ,
      that,
      notwithstanding the foregoing, so long as any Obligation remains outstanding,
      no
      additional Member may be admitted to the Company unless the Rating Agency
      Condition is satisfied.




Section
      24.  Dissolution .




(a)  Subject
      to Section
      9(d) ,
      the
      Company shall be dissolved, and its affairs shall be wound up upon the first
      to
      occur of the following: (i) the termination of the legal existence of the last
      remaining member of the Company or the occurrence of any other event which
      terminates the continued membership of the last remaining member of the Company
      in the Company unless the Company is continued without dissolution in a manner
      permitted by this Agreement or the Act or (ii) the entry of a decree of judicial
      dissolution under Section 18-802 of the Act. Upon the occurrence of any event
      that causes the last remaining member of the Company to cease to be a member
      of
      the Company or that causes the last remaining Member to cease to be a member
      of
      the Company (other than (i) upon an assignment by the last remaining Member
      of
      all of its limited liability company interest in the Company and the admission
      of the transferee pursuant to Sections
      21 and 23 ,
      or (ii)
      the resignation of the last remaining Member and the admission of an additional
      member of the Company pursuant to Sections
      22 and 23 ),
      to the
      fullest extent permitted by law, the personal representative of such member
      is
      hereby authorized to, and shall, within 90 days after the occurrence of the
      event that terminated the continued membership of such member in the Company,
      agree in writing (i) to continue the Company and (ii) to the admission of the
      personal representative or its nominee or designee, as the case may be, as
      a
      substitute member of the Company, effective as of the occurrence of the event
      that terminated the continued membership of the last remaining Member in the
      Company.




21


(b)  Notwithstanding
      any other provision of this Agreement, the Bankruptcy of a Member or the Special
      Member shall not cause such Member or Special Member, respectively, to cease
      to
      be a member of the Company or cause the Company to be dissolved or its affairs
      to be wound up and upon the occurrence of such an event, the Company shall
      continue without dissolution. Except as otherwise required by law,
      notwithstanding any other provision of this Agreement, the dissolution of a
      Member or the Special Member shall not, by itself, cause the Company to be
      dissolved or its affairs to be wound up and upon the occurrence of such an
      event, the Company shall continue without dissolution.




(c) Notwithstanding
      any other provision of this Agreement, each Member and the Special Member waives
      any right it might have to agree in writing to dissolve the Company upon the
      Bankruptcy of a Member or the Special Member, or the occurrence of an event
      that
      causes a Member or the Special Member to cease to be a member of the
      Company.




(d) In
      the
      event of dissolution, the Company shall conduct only such activities as are
      necessary to wind up its affairs (including the sale of the assets of the
      Company in an orderly manner), and the assets of the Company shall be applied
      in
      the manner, and in the order of priority, set forth in Section 18-804 of the
      Act.




(e) The
      Company shall terminate when (i) all of the assets of the Company, after payment
      of or due provision for all debts, liabilities and obligations of the Company
      shall have been distributed to the Members in the manner provided for in this
      Agreement and (ii) the Certificate of Formation shall have been canceled in
      the
      manner required by the Act.




Section
      25.  Waiver
      of Partition; Nature of Interest .




Except
      as
      otherwise expressly provided in this Agreement, to the fullest extent permitted
      by law, each Member and the Special Member hereby irrevocably waives any right
      or power that such Person might have to cause the Company or any of its assets
      to be partitioned, to cause the appointment of a receiver for all or any portion
      of the assets of the Company, to compel any sale of all or any portion of the
      assets of the Company pursuant to any applicable law or to file a complaint
      or
      to institute any proceeding at law or in equity to cause the dissolution,
      liquidation, winding up or termination of the Company. The Members shall not
      have any interest in any specific assets of the Company, and the Members shall
      not have the status of a creditor with respect to any distribution pursuant
      to Section
      16 hereof.
      The interest of the Members in the Company are personal property.




Section
      26.  Benefits
      of Agreement; No Third-Party Rights .




None
      of
      the provisions of this Agreement shall be for the benefit of or enforceable
      by
      any creditor of the Company other than the Lender (for so long as any Obligation
      is outstanding) or by any creditor of the Members or the Special Member. Nothing
      in this Agreement shall be deemed to create any right in any Person (other
      than
      Covered Persons and for so long as any Obligation is outstanding, the Lender)
      not a party hereto, and this Agreement shall not be construed in any respect
      to
      be a contract in whole or in part for the benefit of any third Person (except
      as
      provided in Section
      29) .




22


Section
      27.  Severability
      of Provisions .




Each
      provision of this Agreement shall be considered severable and if for any reason
      any provision or provisions herein are determined to be invalid, unenforceable
      or illegal under any existing or future law, such invalidity, unenforceability
      or illegality shall not impair the operation of or affect those portions of
      this
      Agreement which are valid, enforceable and legal.




Section
      28.  Entire
      Agreement .




This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof.




Section
      29.  Binding
      Agreement .




Notwithstanding
      any other provision of this Agreement, the Members agree that this Agreement,
      including, without limitation, Sections  5 , 7 , 8 , 9 , 10 , 16 , 20 , 21 , 22 , 23 , 24 , 25 , 26 , 29 and 31 ,
      constitutes a legal, valid and binding agreement of the Members, and is
      enforceable against the Members by the Independent Manager in accordance with
      its terms. In addition, the Independent Manager and Lender (so long as any
      Obligations are outstanding) shall be intended beneficiaries of this
      Agreement.




Section
      30.  Governing
      Law .




This
      Agreement shall be governed by and construed under the laws of the State of
      Delaware (without regard to conflict of laws principles), all rights and
      remedies being governed by said laws.




Section
      31.  Amendments .




Subject
      to Section
      9(d) ,
      this
      Agreement may be modified, altered, supplemented or amended pursuant to a
      written agreement executed and delivered by the Managing Member. Notwithstanding
      anything to the contrary in this Agreement, so long as any Obligation is
      outstanding, this Agreement may not be modified, altered, supplemented or
      amended unless the Lender consents in writing and the Rating Agency Condition
      is
      satisfied except: (i) to cure any ambiguity or (ii) to convert or supplement
      any
      provision in a manner consistent with the intent of this Agreement and the
      other
      Basic Documents.




Section
      32.  Counterparts .




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




23
 
 Section
          33.  Notices .


Any
      notices required to be delivered hereunder shall be in writing and personally
      delivered, mailed or sent by telecopy, electronic mail or other similar form
      of
      rapid transmission, and shall be deemed to have been duly given upon receipt
      (a)
      in the case of the Company, to the Company at its address in Section
      2 ,
      (b) in
      the case of a Member, to such Member at its address as listed on Schedule
      B attached
      hereto and (c) in the case of either of the foregoing, at such other address
      as
      may be designated by written notice to the other party.




Section
      34.  Tax
      Matters .
      It is
      the intention of the Members that the Company shall be taxed as a "partnership"
      for federal, state, local and foreign income tax purposes. The Members shall
      take all reasonable actions, including the amendment of this Agreement and
      the
      execution of other documents, as may reasonably be required in order for the
      Company to qualify for and receive "partnership" treatment for Federal, state,
      local and foreign income tax purposes. The books and records of the Company
      shall be maintained by the Managing Member in accordance with generally accepted
      accounting principles, consistently applied, and Section 704(b) of the Internal
      Revenue Code of 1986, as amended (the “ Code ”)
      and
      the Regulations promulgated thereunder. A
      capital
      account shall be established and maintained by the Managing Member on behalf
      of
      each Member in accordance with the Treasury Regulation issued pursuant to
      Section 704(b) of the Code. The Managing Member shall be the “tax matters
      partner” as defined in Section 6231(a)(6) of the Code, with respect to the
      Company.




Section
      35.  Subsidiaries .
      Any and
      all references herein to the Company or any Member or Managing Member causing
      or
      directing any action on behalf of a Subsidiary shall be deemed to refer to
      the
      Company causing (or such Member or Managing Member causing the Company to
      cause), in its capacity as a direct or indirect manager or member of such
      Subsidiary, such action to be taken for and on behalf of such
      Subsidiary.




Section
      36.  Effectiveness .




Pursuant
      to the Act, this Agreement shall be effective as of the execution of this
      Agreement.




**[SIGNATURE
      PAGE FOLLOWS]**


24


IN
      WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
      duly
      executed this Limited Liability Company Agreement as of the __ day of January,
      2007.


**MEMBERS:**
              
              **LVP
                1407 BROADWAY LLC,**
              a
                Delaware limited liability company
              
              By:Lightstone
                Value Plus REIT LP,
              its
                sole member
                
                By:
                  Lightstone Value Plus Real Estate Investment Trust, Inc.,
                a Maryland corporation, its general partnerBy:Name:
                Michael Schurer
              Title:
                Chief Financial Officer


**LIGHTSTONE
                1407 MANAGER LLC,**
              a
                Delaware limited liability company
              
              By:Lightstone
                Holdings LLC,
              its
                managing memberBy:Name:
                David Lichtenstein
              Title:
                President


**SPECIAL
              MEMBER/INDEPENDENT MANAGER:**Michelle
              A. Dreyer







**SCHEDULE
      A**





Definitions




A.  Definitions




When
      used
      in this Agreement, the following terms not otherwise defined herein have the
      following meanings:




“ Act ”
has
      the
      meaning set forth in the preamble to this Agreement.




“ Affiliate ”
means,
      with respect to any Person, any other Person directly or indirectly Controlling
      or Controlled by or under direct or indirect common Control with such
      Person.




“ Agreement ”
means
      this Limited Liability Company Agreement of the Company, together with the
      schedules attached hereto, as amended, restated or supplemented or otherwise
      modified 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.




“ Certificate
      of Formation ”
means
      the Certificate of Formation of the Company filed with the Secretary of State
      of
      the State of Delaware on November 28, 2006, as amended or amended and restated
      from time to time.




“ Available
      Cash ”
means,
      at any particular time, all cash and cash items (from whatever source received)
      held by the Company at such time, to the extent such cash is not reasonably
      necessary (in the judgement of the Managing Member) to cover (a) obligations
      or
      expenses of the Company at such time, or reserves for working capital and
      capital expenditures (taking into account expected revenues) anticipated within
      a reasonable period thereafter.




“ Bankruptcy ”
means,
      with respect to any Person, if such Person (i) makes an assignment for the
      benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii)
      is
      adjudged a bankrupt or insolvent, or has entered against it an order for relief,
      in any bankruptcy or insolvency proceedings, (iv) files a petition or answer
      seeking for itself any reorganization, arrangement, composition, readjustment,
      liquidation or similar relief under any statute, law or regulation, (v) files
      an
      answer or other pleading admitting or failing to contest the material
      allegations of a petition filed against it in any proceeding of this nature,
      (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver
      or liquidator of the Person or of all or any substantial part of its properties,
      or (vii) if 120 days after the commencement of any proceeding against the Person
      seeking reorganization, arrangement, composition, readjustment, liquidation
      or
      similar relief under any statute, law or regulation, if the proceeding has
      not
      been dismissed, or if within 90 days after the appointment without such Person's
      consent or acquiescence of a trustee, receiver or liquidator of such Person
      or
      of all or any substantial part of its properties, the appointment is not vacated
      or stayed, or within 90 days after the expiration of any such stay, the
      appointment is not vacated. The foregoing definition of “Bankruptcy” is intended
      to replace and shall supersede and replace the definition of “Bankruptcy” set
      forth in Sections 18-101(1) and 18-304 of the Act.







“ Bankruptcy
      Action ”
means
      to institute proceedings to have the Company be adjudicated bankrupt or
      insolvent, or consent to the institution of bankruptcy or insolvency proceedings
      against the Company or file a petition seeking, or consent to, reorganization
      or
      relief with respect to the Company under any applicable federal or state law
      relating to bankruptcy, or consent to the appointment of a receiver, liquidator,
      assignee, trustee, sequestrator (or other similar official) of the Company
      or a
      substantial part of its property, or make any assignment for the benefit of
      creditors of the Company, or admit in writing the Company's inability to pay
      its
      debts generally as they become due, or declare or effectuate a moratorium on
      the
      payment of any obligation, or take action in furtherance of any such
      action.




“ Basic
      Documents ”
means
      this Agreement and the Loan Documents to which the Company is a party and all
      documents and certificates contemplated thereby or delivered in connection
      therewith.




“ Company ”
means
      1407 Broadway Mezz II LLC, a Delaware limited liability company.




“ Control ”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the
      ownership of voting securities or general partnership or managing member
      interests, by contract or otherwise. “Controlling” and “Controlled” shall have
      correlative meanings. Without limiting the generality of the foregoing, a Person
      shall be deemed to Control any other Person in which it owns, directly or
      indirectly, ten percent (10%) or more of the ownership interests.




“ Covered
      Persons ”
has
      the
      meaning set forth in Section
      20(a) .




“ Guarantor ”
has
      the
      meaning assigned to that term in the Loan Documents.




“ Indemnitor ”
has
      the
      meaning assigned to that term in the Loan Documents.




" Independent
      Manager "
      means a
      natural person who, for the five-year period prior to his or her appointment
      as
      Independent Manager has not been, and during the continuation of his or her
      service as Independent Manager is not: (i) an employee, manager, stockholder,
      partner or officer of the Company or any of its Affiliates (other than his
      or
      her service as an Independent Manager or similar capacity of the Company or
      any
      of its Affiliates); (ii) a customer or supplier of the Company or any of its
      Affiliates (other than an Independent Manager provided by a corporate services
      company that provides independent managers in the ordinary course of its
      business); or (iii) any member of the immediate family of a person described
      in
      (i) or (ii). Each Independent Manager is hereby designated as a “manager” of the
      Company within the meaning of the Act.




“ Lender ”
shall
      mean Lehman Brothers Holdings Inc., a Delaware corporation **,** its
      successors and assigns.







“ Loan
      Documents ”
means
      the documents evidencing, securing or otherwise relating to the Senior Loan
      and/or the Mezzanine loan.




“ Loans ”
means
      collectively, the Senior Loan and the Mezzanine Loan.




“ Management
      Agreement ”
means
      the agreement of the Independent Manager in the form attached hereto as Schedule
      C .
      The
      Management Agreement shall be deemed incorporated into, and a part of, this
      Agreement




“ Material
      Action ”
means
      to consolidate or merge the Company with or into any Person, or sell, transfer,
      dispose of or encumber (except with respect to the Lender) all or substantially
      all of the assets of the Company or, to the fullest extent permitted by law,
      dissolve, wind-up, or liquidate the Company or acquire all or substantially
      all
      of the assets of any Person.




“ Members ”
means,
      collectively, Lightstone 1407 Manager LLC and LVP 1407 Broadway LLC, each a
      Delaware limited liability company, as the initial members of the Company,
      and
      includes any Person admitted as an additional member of the Company or a
      substitute member of the Company pursuant to the provisions of this Agreement,
      each in its capacity as a member of the Company; provided, however, the term
      “Member” shall not include the Special Member. Each Member is hereby designated
      as a “manager” of the Company within the meaning of the Act.




“ Mezzanine
      Loan ”
means
      that certain mezzanine loan made by Lender to Mezz LLC.




“ Mezzanine
      Note ”
means
      that certain mezzanine promissory note in the original principal amount of
      $__________________ made by Mezz LLC to Lender in connection with the Mezzanine
      Loan.




“ Notes ”
means
      collectively, the Senior Note and the Mezzanine Note.




“ Obligations ”
shall
      mean the indebtedness, liabilities and obligations of the Company, as the sole
      member of Mezz LLC under or in connection with the Loan Documents or any related
      document in effect as of any date of determination.




“ Officer ”
means
      an officer of the Company described in Section
      11 .




“ Person ”
means
      any individual, corporation, partnership, joint venture, limited liability
      company, limited liability partnership, association, joint stock company, trust,
      unincorporated organization, or other organization, whether or not a legal
      entity, and any governmental authority.




“ Property ”
means
      that certain real property located at 1407 Broadway, New York, New
      York.




“ Rating
      Agency ”
has
      the
      meaning assigned to that term in the Loan Documents.




“ Rating
      Agency Condition ”
means,
      with respect to any action, that each Rating Agency shall have been given ten
      days prior notice thereof and that each of the Rating Agencies shall have
      notified the Company in writing that such action will not result in a reduction
      or withdrawal, downgrade or qualification of the then current rating by such
      Rating Agency of the Loan or any pool or loans of which the Loan forms a part,
      or of any of the securities issued in connection with the Securitization (as
      defined in the Loan Documents).







“ Special
      Member ”
means,
      upon such person's admission to the Company as a member of the Company pursuant
      to Section
      5 ,
      a
      person acting as Independent Manager, in such person's capacity as a member
      of
      the Company. A Special Member shall only have the rights and duties expressly
      set forth in this Agreement.




“ Senior
      Loan ”
means
      that certain mortgage loan made by Lender to Property Owner.




“ Senior
      Note ”
means
      that certain promissory note in the original principal amount of
      $__________________ made by Property Owner to Lender in connection with the
      Senior Loan.




“ Subsidiaries ”
means
      collectively, Mezz LLC and Property Owner. Each individually is also a
“ Subsidiary ”.




B.  Rules
      of Construction




Definitions
      in this Agreement apply equally to both the singular and plural forms of the
      defined terms. The words “include” and “including” shall be deemed to be
      followed by the phrase “without limitation.” The terms “herein,” “hereof' and
“hereunder” and other words of similar import refer to this Agreement as a whole
      and not to any particular Section, paragraph or subdivision. The Section titles
      appear as a matter of convenience only and shall not affect the interpretation
      of this Agreement. All Section, paragraph, clause, Exhibit or Schedule
      references not attributed to a particular document shall be references to such
      parts of this Agreement.





**SCHEDULE
      B**





Members


Name
              
              Mailing
                  Address
              
              Agreed
                  Value of Capital Contribution
              
              Percentage
                  InterestLightstone
                  1407 Manager LLC
              
              326
                  Third Street
                Lakewood,
                  NJ 08701
              
              $_____
              
              51%LVP
                  1407 Broadway LLC
              
              326
                  Third Street
                Lakewood,
                  NJ 08701
              
              $_____
              
              49%





**SCHEDULE
      C**





Management
      Agreement




January
      ____, 2007




______________________


c/o
      The
      Lightstone Group LLC


326
      Third
      Street


Lakewood,
      NJ 08701




RE: Management
      Agreement - 1407 Broadway Mezz II LLC





Ladies
      and Gentlemen:





For
      good
      and valuable consideration, each of the undersigned Persons, who have been
      designated as the Managing Member and Independent Manager of 1407 Broadway
      Mezz
      II LLC, a Delaware limited liability company (the “ Company ”),
      in
      accordance with the Limited Liability Company Agreement of the Company, dated
      as
      of the date hereof, as it may be amended or restated from time to time (the
      “ LLC
      Agreement ”),
      hereby agree as follows:




1.  Each
      of
      the undersigned accepts such Person's rights and authority as the Managing
      Member or Independent Manager (as applicable) under the LLC Agreement and agrees
      to perform and discharge such Person's duties and obligations as the Managing
      Member or Independent Manager (as applicable) under the LLC Agreement, and
      further agrees that such rights, authorities, duties and obligations under
      the
      LLC Agreement shall continue until such Person's successor as the Managing
      Member or Independent Manager (as applicable) is designated or until such
      Person's resignation or removal as the Managing Member or Independent Manager
      (as applicable) in accordance with the LLC Agreement. Each of the undersigned
      agrees and acknowledges that it has been designated as a “manager” of the
      Company within the meaning of the Delaware Limited Liability Company
      Act.




2.  So
      long
      as any Obligation is outstanding, each of the undersigned agrees, solely in
      its
      capacity as a creditor of the Company on account of any indemnification or
      other
      payment owing to the undersigned by the Company, not to acquiesce, petition
      or
      otherwise invoke or cause the Company to invoke the process of any court or
      governmental authority for the purpose of commencing or sustaining a case
      against the Company under any federal or state bankruptcy, insolvency or similar
      law or appointing a receiver, liquidator, assignee, trustee, custodian,
      sequestrator or other similar official of the Company or any substantial part
      of
      the property of the Company, or ordering the winding up or liquidation of the
      affairs of the Company.




3.  THIS
      MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED
      BY
      SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.







Initially
      capitalized terms used and not otherwise defined herein have the meanings set
      forth in the LLC Agreement.




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




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


LIGHTSTONE
                1407 MANAGER LLC
              
              By:
                Lightstone Holdings LLC,
              its
                managing memberBy:David
                Lichtenstein
              President


Michelle
                  A. Dreyer







SCHEDULE
      D




INDEPENDENT
      MANAGER





Michelle
      A. Dreyer







SCHEDULE
      E





OFFICERS


OFFICERS
                
                TITLEDavid
                    Lichtenstein
                
                PresidentMichael
                    Schurer
                
                Secretary