OPERATING AGREEMENT

                                       OF

                             FRONTIER CENTER ONE LLC

                                 By and Between

                            SHEA FRONTIER CENTER LLC

                                       and

                                 7001 TOWER, LLC

                                       and

                             FRONTIER AIRLINES, INC.



                                  May 10, 2000


<PAGE>





                             Table of Contents                              Page


ARTICLE I         DEFINITIONS; INTERPRETATION..................................1
         1.1 Certain Definitions...............................................1
         1.2 Interpretation...................................................10
             (a)  Captions and Meanings.......................................10
             (b)  Extension to Business Day...................................11
             (c)  Monetary Amounts............................................11

ARTICLE II        FORMATION AND EXISTENCE.....................................11
         2.1 Formation; Preservation..........................................11
         2.2 Name; Transacting Business.......................................11
         2.3 Place of Business................................................11
         2.4 Registered Office and Registered Agent...........................11
         2.5 Term.............................................................11

ARTICLE III       PURPOSES AND POWERS.........................................12
         3.1 Purposes.........................................................12
         3.2 Powers...........................................................12

ARTICLE IV        CAPITAL CONTRIBUTIONS; LOANS; GUARANTEES....................12
         4.1 Capital Contributions............................................12
             (a)  General.....................................................12
             (b)  Initial Capital Contribution................................12
             (c)  Additional Capital Contributions............................12
             (d)  Additional Contribution for Frontier Incentive Payment......13
             (e)  Interest on and Return of Capital...........................13
         4.2 Project Financing................................................13
             (a)  Frontier Center One Financing...............................13
             (b)  Third-Party Financing.......................................13
         4.3 Other Loans......................................................14
         4.4 Guarantees, Indemnities, Etc.....................................14

ARTICLE V         CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS................14
         5.1 Capital Accounts Generally.......................................14
         5.2 Allocations for Book Purposes....................................15
             (a)  Operating Income and Loss...................................15
             (b)  Allocations of Gains........................................15
             (c)  Allocations of Losses.......................................15
             (d)  Special Allocations.........................................16

        (1)       Minimum Gain Chargeback.....................................16
        (2)       Member Minimum Gain Chargeback..............................16
        (3)       Qualified Income Offset.....................................16
        (4)       Member Nonrecourse Deductions...............................16
        (5)       Code Section 754 Adjustments................................16
        (6)       Curative Allocations........................................17
        (7)       Excess Nonrecourse Liabilities..............................17
        (8)       Allocations Relating to the Frontier Incentive Payment......17
        (9)       Allocations Relating to Frontier Operating Distributions....17

         5.3 Allocations for Tax Purposes.....................................17

         5.4 Distributions....................................................18

         5.5 Negative Capital Accounts........................................19

ARTICLE VI        MANAGEMENT..................................................19

         6.1 Manager..........................................................19

             (a)  Generally; Certain Powers...................................19
             (b)  Manager's Specific Duties...................................20

        (1)       Management Services.........................................20
        (2)       Development Services........................................20
        (3)       Construction of the Improvements............................20
        (4)       Property Management Services................................21
        (5)       Project Leasing Services....................................21
        (6)       Insurance...................................................21
        (7)       Employees; Legal Compliance.................................21

             (c)  Right to Rely on Manager; Attorney-in-Fact..................21
             (d)  Appointment, Resignation or Removal.........................21
             (e)  Manager Compensation........................................22
             (f)  Property Management Fee.....................................22
             (g)  Licensing...................................................22


         6.2 Major Decisions and Major Operating Decisions....................22

             (a)          Major Decisions.....................................22
             (b)          Major Operating Decisions...........................23

         6.3 Member Meetings and Voting.......................................24

         6.4 Member Compensation; Development Fee.............................24

         6.5 Management Relationships.........................................25

         6.6 Designated Representatives.......................................25

         6.7 Indemnification..................................................25

         6.8 Other Activities and Competition.................................26

             (a)  Other Activities............................................26
             (b)  Competition.................................................26

         6.9 Rights of the Frontier...........................................26

             (a)  Limitation of Rights........................................26
             (b)  Limitation of Duties........................................26
             (c)  Information.................................................27
             (d)  Event of Default............................................27

ARTICLE VII       BANK ACCOUNTS; BOOKS AND RECORDS; REPORTS; TAX MATTERS;
                  CONFIDENTIALITY.............................................27


         7.1 LLC Accounts.....................................................27

         7.2 Books and Records; Financial Statements..........................27

         7.3 Tax Matters......................................................28

             (a)  Partnership Treatment.......................................28
             (b)  Tax Returns and Elections...................................28
             (c)  Tax Matters Member..........................................28

         7.4 Regulatory Requirements..........................................29

ARTICLE VIII      ADMISSION AND WITHDRAWAL OF MEMBERS; TRANSFERS..............29

         8.1 Admission and Withdrawal of Members..............................29

             (a)  Admission...................................................29
             (b)  Withdrawal..................................................30

         8.2 Transfers of LLC Interests and Member Interests..................30

             (a)  Permitted Transfers.........................................30
             (b)  Void Transfers..............................................31

ARTICLE IX        PUT AND CALL; RIGHT OF FIRST OFFER..........................31

         9.1 Put/Call Offering Notice.........................................31

         9.2 Exercise of Put/Call.............................................31

             (a)  Exercise....................................................31
             (b)  Put/Call Offering Price.....................................32
             (c)  Exercise....................................................32
             (d)  Designee of Purchasing Member...............................32

         9.3 Put/Call Closing.................................................32

         9.4 Audit After Put/Call Closing; Final Settlement...................33

         9.5 Tax Returns......................................................33

         9.6 Right of FirstOffer..............................................33

ARTICLE X         DISSOLUTION; LIQUIDATION....................................35

        10.1 Dissolution; Liquidation.........................................35

             (a)  Members' Covenant...........................................35
             (b)  Dissolution.................................................35
             (c)  Liquidation; Liquidator.....................................35

        10.2 Final Payments and Distributions.................................36

             (a)  Application Priorities......................................36
             (b)  Distributions in Kind.......................................36

        10.3 Fillings.........................................................36

ARTICLE XI        DEFAULT; REMEDIES...........................................36

        11.1 Events of Default................................................37

        11.2 Remedies.........................................................37
             (a)  Remedies Generally..........................................37
             (b)  Indemnification.............................................37
             (c)  Arbitration.................................................37

        (1)       Location....................................................37
        (2)       Rules and Selection of Arbitrator...........................37
        (3)       Powers of Arbitrator........................................38
        (4)       Discovery and Rules of Evidence.............................38
        (5)       Timing......................................................38
        (6)       Transcript..................................................38
        (7)       Costs.......................................................38
        (8)       Reconsideration.............................................39
        (9)       Specific Enforcement........................................39
        (10)      Interest on Award...........................................39
        (11)      Extraordinary Remedies......................................39

             (d)  Limitation on Damages.......................................39

ARTICLE XII       MISCELLANEOUS...............................................39

        12.1 Press Releases and Confidentiality...............................39

        12.2 Notices..........................................................40

        12.3 Waivers..........................................................41

        12.4 Successors and Assigns; No Third-Party Beneficiaries.............41

        12.5 Waiver of Action for Partition...................................41

        12.6 Integration; Incorporation; Severability; Modifications..........41

        12.7 Negotiated Provisions............................................41

        12.8 Governing Law....................................................41

        12.9 Jurisdiction.....................................................41

       12.10 Waiver of Jury Trial.............................................41

       12.11 Costs of Legal Proceedings.......................................42

       12.12 Further Assurances...............................................42

       12.13 Counterparts.....................................................42

                                    EXHIBITS

Exhibit A         Developer's Pre-Development Work Product...................A-1
Exhibit B         Legal Description of the Land..............................B-1
Exhibit C         Owner's Pre-Development Work Product.......................C-1
Exhibit D         Initial Project Development Plan...........................D-1



<PAGE>


                               OPERATING AGREEMENT

                                       OF

                             FRONTIER CENTER ONE LLC

This Operating  Agreement (this "Agreement") is entered into as of May 10, 2000,
by and between SHEA FRONTIER CENTER, LLC, a California limited liability company
(the "Developer  Member"),  and 7001 TOWER,  LLC, a Colorado  limited  liability
company  (the  "Owner  Member"),   and  FRONTIER  AIRLINES,   INC.,  a  Colorado
corporation ("Frontier").

                                   ARTICLE I
                           DEFINITIONS; INTERPRETATION

1.1 Certain  Definitions.  Unless the context  otherwise  requires,  capitalized
terms  used  herein  without  definition  shall  have the  following  respective
meanings.


                  "AAA" means the American Arbitration Association.

                  "AAA Rules" means the Commercial Arbitration rules of the AAA.

                  "Act" means the Colorado Limited Liability Company Act and any
successor statute, as amended from time to time.

                  "Additional Capital  Contribution" shall mean any contribution
to the capital of the LLC pursuant to Sections 4.1(c) and (d), but not including
the Initial Capital Contribution.

                  "Adjusted  Basis" means the basis,  as defined in Section 1011
of the Code, for  determining  gain or loss for federal income tax purposes from
the sale or other disposition of property.

                  "Adjusted Capital Account" means each Member's Capital Account
determined  as of the end of each Fiscal Year (a) increased by (i) the amount of
any  unpaid  Capital  Contributions  (if  any)  unconditionally   agreed  to  be
contributed  by such Member  hereunder,  (ii) an amount equal to the sum of such
Member's  allocable  share  of  Minimum  Gain  attributable  to LLC  Nonrecourse
Liabilities and such Member's  allocable  share of Minimum Gain  attributable to
Member  Nonrecourse  Debt, in each case as computed as of the end of such Fiscal
Year in accordance with applicable Treasury Regulations, and (iii) the amount of
LLC  liabilities  allocable  to such Member  under  Section 752 of the Code with
respect to which such Member bears the Economic Risk of Loss, to the extent such
liabilities do not constitute "Member  Nonrecourse Debt," and (b) reduced by all
reasonably  expected  adjustments,  allocations and  distributions  described in
Treasury  Regulations  Sections  1.704-1(b)(2)(ii)(d)(4),   (5),  and  (6).  For
purposes of this definition of "Adjusted Capital Account," any recourse debt for
which no Member  bears the  Economic  Risk of Loss  shall be  treated  as an LLC
Nonrecourse   Liability.   The  foregoing  is  meant  to  comply  with  Treasury
Regulations 1.704-1(b)(2)(ii)(d) and to be interpreted consistently therewith.

                  "Affiliate"  means any other  person  or  entity  directly  or
indirectly  controlling,  controlled by, or under common control with the person
or entity to which such term applies.  As to any natural  person,  such person's
spouse, child, grandchild, grandparent, sibling, as well as the spouse of any of
the  foregoing,  shall be  Affiliates  of such person.  In  addition,  as to any
corporation,  limited liability company, partnership, trust or other entity, any
person with any of the foregoing  relationships to any person in control of such
entity as a general partner, member, manager, shareholder,  trustee or otherwise
shall be deemed to be an  Affiliate  of such  entity.  An  Affiliate of a Member
shall  include any entity in which such Member or any  Affiliate  of such Member
has control. For purposes of this definition,  Section 8.2(a) and Section 9.2(d)
"control" as applied to any person or entity means the  possession,  directly or
indirectly,  of the power to direct or cause the  direction  of the  management,
policies  and  decision-making  of such  person or entity,  whether  through the
ownership of voting  interests or by contract or otherwise.  For purpose of this
definition and Section  8.2(a),  "control"  shall also include the possession of
direct or indirect  equity or  beneficial  interests  in at least fifty  percent
(50%) of the profits or voting control of any entity.

                  "Agreed  Value"  means,  with  respect  to money,  the  amount
thereof,  and with  respect to any other  property  of the LLC,  the fair market
value  of  such  property,  as  determined  by the  Members  as of the  date  of
determination,  provided, however, the Agreed Value of the Land, the Developer's
Pre-Development Work Product and the Owner's  Pre-Development Work Product shall
be as determined pursuant to the Contribution Agreement.

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

                  "Alternate  Designee"  shall have the meaning given in Section
6.6.

                  "Arbitrable  Dispute"  shall have the meaning given in Section
11.2(c).

                  "Arbitration  Act"  shall  have the  meaning  given in Section
11.2(c)(3).

                  "Arbitration Party" shall mean a named party to an Arbitration
Proceeding.

                  "Arbitration  Proceeding"  shall  have  the  meaning  given in
Section 11.2(c).

                  "Articles of Organization"  means the Articles of Organization
of the LLC as filed with the  Secretary of State of Colorado on May 5, 2000,  as
the same may be amended from time to time.

                  "Bankruptcy"  means,  with  respect  to any  person,  (i)  the
initiation by such person of any action or proceeding  seeking under any law any
reorganization,  arrangement, adjustment, composition, liquidation, dissolution,
winding-up  or similar  relief or the  appointment  of a  receiver,  liquidator,
assignee,  trustee,  custodian,  sequestrator or other similar official for such
person or any material part of its assets, (ii) the making by such person of any
assignment  for the benefit of its creditors or any admission in writing by such
person of its  inability  to pay its debts as such debts come due,  or (iii) the
initiation of any action or proceeding against such person seeking under any law
any   reorganization,   arrangement,   adjustment,   composition,   liquidation,
dissolution,  winding-up  or similar  relief or the  appointment  of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
for such person or any material part of its assets and such person acquiesces in
such action or  proceeding  or such action or  proceeding  is not  discharged or
dismissed within sixty (60) days after the initiation thereof.

                  "Business  Day" means any day other than a day on which  banks
in Denver are permitted or required by applicable law to be closed.

                  "Capital  Account"  means,  with  respect to any  Member,  the
capital account of such Member  maintained  pursuant to Article V or the balance
thereof, as the context may require.

                  "Capital  Contribution"  means  any  cash  or  other  property
contributed at any time to the LLC pursuant to Article IV by or on behalf of any
person in such  person's  capacity as a Member,  including  the Initial  Capital
Contribution and any Additional Capital Contribution.

                  "Carrying Value"  means,  with  respect  to any LLC Asset, the
Adjusted Basis thereof, except as follows:

(a)      The  initial  Carrying  Value of any LLC Asset  contributed  (or deemed
         contributed)  to the LLC shall be the Agreed Value  thereof at the time
         of such contribution;

(b)      Any  adjustment  to the  Adjusted  Basis of any LLC Asset  pursuant  to
         Section  734  or 743 of  the  Code  shall  be  taken  into  account  in
         determining,  in a manner consistent with Treasury  Regulations Section
         1.704-(1)(b)(2)(iv)(m), the Carrying Value thereof; and

(c)      If the Carrying Value of any LLC Asset has been determined  pursuant to
         paragraph  (a) or (b) above,  such Carrying  Value shall  thereafter be
         adjusted  in the same  manner as would the  Adjusted  Basis of such LLC
         Asset.

                  "Code"  means the  Internal  Revenue  Code of 1986,  as now in
effect and  hereafter  amended,  and,  unless the  context  otherwise  requires,
applicable regulations thereunder. Any reference herein to a specific section or
sections of the Code shall be deemed to include a reference to any corresponding
provision of future law.

                  "Consent" means,  with respect to the taking of any action for
which the consent of a Member is  required,  the written  consent of such Member
for the taking of such action.

                  "Contributed  Property"  means each LLC Asset,  excluding cash
and any property or other assets  treated as sold to the LLC pursuant to Section
707(a) of the Code,  contributed to the LLC (or deemed contributed to the LLC on
termination and reconstitution thereof pursuant to Section 708 of the Code).

                  "Contribution  Agreement" means the Formation and Contribution
Agreement of even date herewith by and between the  Developer and Owner,  as the
same hereafter may be amended from time to time.

                  "Date of Value" shall have the meaning given in Section 9.1.

                  "Deciding Members"  means  the  Developer Member and the Owner
                  Member.

                  "Denver" means the City and County of Denver, Colorado.

                  "Designated  Representative"  shall have the meaning  given in
Section 6.6(a).

                  "Developer" means Shea Homes Limited  Partnership,  d/b/a Shea
Homes, a California limited partnership.

                  "Developer Member Preferred Return" means an amount accrued on
the Unreturned  Developer Member Preferred Equity at a rate of ten percent (10%)
per annum,  compounded as of the first day of each Fiscal Quarter, from the date
of this Agreement.

                  "Developer's Pre-Development Work Product" means those certain
items set forth in Exhibit A attached hereto,  all of which have heretofore been
assigned and transferred to the LLC.

                  "Development Fee" shall have the meaning given in Section 6.4.

                  "DIBC   Covenants"   means  the   covenants,   conditions  and
restrictions  affecting the Land,  including the  provisions  thereof  requiring
approval from the Review  Committee (as defined therein) for any improvements to
the Land,  as  provided  therein,  as the same have  been and  hereafter  may be
amended from time to time.

                  "Dispose,  Disposing or Disposition"  means to consummate,  or
the  consummation  (voluntarily or by operation of law) of, a conveyance,  sale,
assignment,  transfer,  exchange,  lease, mortgage,  pledge, grant of a security
interest or lien or other disposition or encumbrance.

                  "Distribution"  means  any cash or other  property  whatsoever
distributed at any time by the LLC to any person in such person's  capacity as a
Member; provided,  however, the Development Fee, the Frontier Incentive Payment,
any fees payable to the Manager  hereunder or any reimbursable  expenses payable
to  the  Manager  or  any  Member   pursuant   hereto  shall  not  constitute  a
Distribution.

                  "Economic  Risk of  Loss"  shall  have  the  meaning  given in
Treasury Regulations Section 1.752-2(a).

                  "Event of  Default"  shall have the  meaning  given in Section
11.1.

                  "Filing  Office" means the Office of the Secretary of State of
the State of Colorado.

                  "Fiscal  Quarter"  means any of the following  periods  within
each Fiscal Year: the period commencing on January 1 and ending on March 31; the
period  commencing  on April 1 and ending on June 30; the period  commencing  on
July 1 and ending on September  30; and the period  commencing  on October 1 and
ending on December 31.

                  "Fiscal Year" means a fiscal year with respect to the LLC,  as
required by Section 706 of the Code.

                  "Frontier  Center One" means the portion of the  Improvements,
constructed  or to be  constructed  upon the Land,  consisting  of a  one-story,
approximately  70,000  rentable square foot office  building,  commonly known as
Frontier  Center One and having a street  address  of 7001 Tower  Road,  Denver,
Colorado 80249.

                  "Frontier  Center One Financing"  shall have the meaning given
in Section 4.2(a).

                  "Frontier  Center One Project Cost" means the documented total
cost to the LLC of developing and constructing Frontier Center One in accordance
with the  Project  Development  Plan,  the Site Plan,  the Project  Design,  the
Working  Drawings,  the Project  Leases,  the DIBC  Covenants and all applicable
governmental  requirements,  including  the Net  Agreed  Value of the Land,  the
Developer's  Pre-Development  Work  Product,  the Owner's  Pre-Development  Work
Product,  the costs of the Frontier  Center One  Financing  and the  Third-Party
Financing and the amounts of the Development Fee.

                  "Frontier  Equity  Payment"  means any and all of the  amounts
payable  to  Frontier  pursuant  to  this  Agreement,   including  any  and  all
Distributions  payable to Frontier,  but in any event not including the Frontier
Incentive Payment.

                  "Frontier  Incentive  Payment" shall mean the payment,  in the
aggregate  amount  of  $200,000,  to be  paid  to  Frontier  pursuant  to and in
accordance with the Frontier Lease.

                  "Frontier  Lease"  shall mean that  certain  Lease dated on or
about the date of this  Agreement,  by and  between the LLC,  as  Landlord,  and
Frontier,  as  Tenant,  for the  leasing by  Frontier  of  approximately  51,000
rentable  square  feet of Frontier  Center One, as the same may be amended  from
time to time in accordance with the provisions of this Agreement.

                  "Frontier Lease Default" means a default by Frontier under the
Frontier  Lease in the payment of money (after notice and the  expiration of the
period of grace as provided  in Section  14.1(b) of the  Frontier  Lease) or any
other default pursuant to which the Frontier Lease is terminated.

                  "Frontier  Rent  Commencement  Date"  means the first day upon
which "Base Rent" (as defined in the Frontier Lease) becomes payable pursuant to
the Frontier Lease.

                  "Fulenwider"  means   L. C.  Fulenwider,  Inc.,   a   Colorado
corporation, or any successor thereto.

                  "GAAP"  means,  as of  any  day  of  determination,  generally
accepted accounting principles as then in effect; provided, however, that if the
use of more that one principle is then  permitted  with respect to an accounting
matter, "GAAP" shall refer to the principle then being used by the LLC.

                  "General   Contractor"   means  The  Neenan   Company  or  any
substitute therefor as determined by the Deciding Members from time to time.

                  "Improvements"   means,    collectively,    the   improvements
constructed or to be constructed by the LLC upon or in connection  with the Land
in accordance  with the Project  Development  Plan,  the Site Plan,  the Project
Design,  the Working  Drawings,  the Project Leases,  the DIBC Covenants and all
applicable governmental  requirements,  including:  (a) Frontier Center One; (b)
related utilities,  landscaping,  access driveways and lanes,  parking and other
related  improvements;  (c)  any  other  improvements,  including  any  required
off-site  improvements,  required  under  the  Site  Plan;  and  (d)  any  other
improvements required to be constructed under the Project Development Plan.

                  "Indemnitee" shall have the meaning given in Section 6.7.

                  "Initial Capital Contribution" shall have the meaning given in
Section 4.1(b).

                  "Initiating  Member"  shall have the  meaning  give in Section
9.1.

                  "Land" means the real property legally  described in Exhibit B
attached hereto, with all its appurtenances.

                  "Leasing  Agent" means  Cushman & Wakefield or any  substitute
therefor as determined by the Deciding Members from time to time.

                  "LIBOR" means the London Interbank Offered Rate as  quoted  in
The Wall Street Journal from time to time.

                  "LLC" means the limited  liability  company in  existence  and
operating pursuant hereto.

                  "LLC Assets" means, as of any date of determination,  all cash
and  other  property  whatsoever  owned by or held for the  benefit  of the LLC,
including the Project.

                  "LLC Assets Gains" or "LLC Assets Losses" mean,  respectively,
gains or losses,  computed for federal income tax purposes,  of the LLC from the
disposition  of LLC Assets,  except that such gains or losses  shall be computed
based upon the Carrying  Value of such LLC Assets  rather than upon the Adjusted
Basis thereof.

                  "LLC  Book-Tax   Disparities"   means,  with  respect  to  any
Contributed Property as of any date of determination, the difference between the
Carrying Value thereof and the Adjusted  Basis thereof.  A Member's share of LLC
Book-Tax  Disparities  shall equal the difference  between such Member's Capital
Account balance as maintained pursuant to Article V and the hypothetical balance
of such Member's  Capital  Account  computed as if such Capital Account had been
maintained in accordance with federal income tax accounting principles.

                  "LLC Interest" means,  with respect to any Member,  all of the
rights  and  interests  whatsoever  of such  Member in  connection  with the LLC
(including,  to the  extent  provided  for  herein,  such  Member's  right  to a
distributive share of income,  gains, losses,  expenses or deductions of the LLC
and/or any LLC Assets),  subject to the limitations contained in this Agreement,
and all of the obligations and liabilities of such Member in connection with the
LLC.

                  "LLC  Nonrecourse  Deductions"  means,  with  respect  to  LLC
Nonrecourse Liabilities, the amount of deductions,  losses and expenses equal to
the net  increase  during any Fiscal Year in Minimum  Gain  attributable  to LLC
Nonrecourse  Liabilities,  reduced  (but  not  below  zero) by  proceeds  of LLC
Nonrecourse  Liabilities  allocated to any increase in Minimum Gain attributable
to  LLC  Nonrecourse   Liabilities  distributed  during  such  Fiscal  Year,  as
determined in accordance with applicable Treasury Regulations.

                  "LLC Nonrecourse Liabilities" means nonrecourse liabilities of
the LLC for which no Member bears the Economic Risk of Loss.

                  "Major  Decision"  shall  have the  meaning  given in  Section
6.2(a).

                  "Major  Operating  Decision"  shall have the meaning  given in
Section 6.2(b).

                  "Manager" shall have the meaning given in Section 6.1(a).

                  "Member"  means  the  Owner  Member,   the  Developer  Member,
Frontier  and any  other  person  admitted  to the LLC as a Member  pursuant  to
Section 8.1(a).

                  "Member  Nonrecourse  Debt" means any nonrecourse  debt of the
LLC for which any Member bears the Economic Risk of Loss.

                  "Member  Nonrecourse  Deductions"  means,  with respect to any
Member Nonrecourse Debt, the amount of deductions,  losses and expenses equal to
the net increase  during any Fiscal Year in Minimum Gain  attributable to Member
Nonrecourse  Debt,  reduced  (but not below  zero) by  proceeds  of such  Member
Nonrecourse  Debt  allocated  to any increase in Minimum  Gain  attributable  to
Member  Nonrecourse  Debt  distributed  during  such  Fiscal Year to the Members
bearing the Economic  Risk of Loss for such debt,  as  determined  in accordance
with applicable Treasury Regulations.

                  "Minimum  Gain"  means  (i) with  respect  to LLC  Nonrecourse
Liabilities,  the  amount  of gain  that  would be  realized  by the LLC if in a
taxable  transaction  the LLC disposed of any LLC Assets that are subject to LLC
Nonrecourse  Liabilities in full satisfaction of such  liabilities,  computed in
accordance with applicable Treasury Regulations, and (ii) with respect to Member
Nonrecourse  Debt,  the amount of gain that would be realized by the LLC if in a
taxable  transaction  the LLC  disposed  of any LLC Assets  that are  subject to
Member  Nonrecourse  Debt  in  full  satisfaction  of  such  debt,  computed  in
accordance with applicable Treasury Regulations.

                  "Net Agreed  Value" means (i) with respect to any  Contributed
Property,  the Agreed Value thereof  reduced by any  indebtedness or liabilities
either assumed by the LLC upon the  contribution  thereof to the LLC or to which
such  property is subject upon such  contribution,  and (ii) with respect to any
property  distributed to a Member or in liquidation of the LLC, the Agreed Value
of such  property  upon the  distribution  thereof  reduced by any  indebtedness
either assumed by such Member upon such  distribution  or to which such property
is subject upon such distribution.

                  "Net Available Cash" means,  as of any date of  determination,
the  amount of cash and cash  equivalents  readily  available  to the LLC in the
accounts  of the LLC and not  needed to be  reserved  with  respect  to the then
current or  anticipated  operating or capital  requirements  or  obligations  or
liabilities  (whether matured or contingent) of the LLC,  including  reserves to
permit the  payment  of the  Frontier  Incentive  Payment as and when due and to
protect the LLC from a cash  shortage in the event of a default under any of the
Project Leases.

                  "Notice  of Intent to Sell"  shall have the  meaning  given in
Section 9.6(a).

                  "Operating  Income" and "Operating  Loss" mean,  respectively,
for any Taxable  Period,  the income or loss of the LLC for  federal  income tax
purposes, computed with the following adjustments:

                    (a)  LLC  Assets  Gains and  Losses  shall not be taken into
                         account in computing Operating Income or Loss;


                    (b)  Tax-exempt  income  of the LLC  shall be  treated,  for
                         purposes of this definition only, as gross income;


                    (c)  Expenditures   of  the   LLC   described   in   Section
                         705(a)(2)(B)  of the Code or deemed to be  described in
                         Section  705(a)(2)(B)  of the Code pursuant to Treasury
                         Regulations  under Section  704(b) of the Code shall be
                         treated,  for  purposes  of this  definition  only,  as
                         deductible expenses;

                    (d)  Notwithstanding any other provision of this definition,
                         any items  allocated  pursuant to Section  5.2(d) shall
                         not be taken into account in computing Operating Income
                         or Loss; and

                    (e)  Separately  stated  items under  Section  702(a) of the
                         Code shall be taken into account.


                  "Owner" means DIBC Hotel  Conference,  LLC, a Colorado limited
liability partnership, or any successor thereto.

                  "Owner Member Preferred Return" means an amount accrued on the
Unreturned Owner Member Preferred Equity at a rate of * per annum, compounded as
of the first day of each Fiscal Quarter, from the date of this Agreement.

                  "Owner's  Pre-Development  Work  Product"  means those certain
items set forth in Exhibit C attached hereto.

                  "Permitted  Transfer"  shall have the meaning given in Section
8.2(a).

                  "Permitted Transferee" shall have the meaning given in Section
8.2(a)(1).

                  "Primary  Designee"  shall have the  meaning  given in Section
6.6.

                  "Proceeding"    means   any   judicial,    administrative   or
arbitrational  trial,  hearing  or other  proceeding  or any  civil or  criminal
investigation as result of which a court,  arbitrator or governmental  authority
may enter a judgment,  order,  decree,  award or other determination that if not
appealed or reversed would be binding upon any person.

                  "Project"  means,  collectively,  the Land,  the  Improvements
(including Frontier Center One) and the LLC's interest in the Project Leases.

                  "Project  Design"  means the design of  Frontier  Center  One,
including the schematic design and design development documents,  as prepared by
the architect or architects for the Project or portions thereof and approved and
amended by the Deciding Members from time to time.

                  "Project  Development  Plan" means a plan,  as prepared by the
Developer  and  amended by the  Manager  and  submitted  to and  approved by the
Deciding  Members from time to time, for the  development  and  construction  of
Frontier Center One, that states the following: (i) the timetable for each phase
of the development and  construction;  (ii) a budget of all projected income and
expenses; (iii) a description of the methods of financing, both for construction
and permanent  financing,  including,  when known, the lender,  the term and the
financial  terms of any such  financing;  (iv) the names of any  architects  and
general  contractors to be used for construction of Frontier Center One; and (v)
a plan for the leasing of Frontier Center One, including the name of the leasing
agent, a schedule and pro forma rental rates and financial terms for the Project
Leases; all in such detail as the Deciding Members may reasonably  require.  The
initial Project  Development  Plan, as prepared by the Developer and approved by
the Deciding Members, is attached to this Agreement as Exhibit D.

                  "Project Leases" means,  collectively,  the Frontier Lease and
the space  leases  for the other  portions  of the  Project,  as the same may be
amended from time to time in accordance with the provisions of this Agreement.

                  "Project  Leasing  Agreement"  shall have the meaning given in
Section 6.1(b)(5).

                  "Property Management  Agreement" means the Property Management
Agreement of even date herewith between the Developer Member and the LLC, as the
same may be amended from time to time in accordance  with the provisions of this
Agreement.

                  "Property  Management  Fee"  shall have the  meaning  given in
Section 6.1(f).

                  "Purchasing  Member"  shall have the meaning  given in Section
9.2(c).

                  "Put/Call  Closing"  shall have the  meaning  given in Section
9.3(a).

                  "Put/Call  Default  Notice"  shall have the  meaning  given in
Section 9.3(b).

                  "Put/Call  Offering  Notice"  shall have the  meaning  give in
Section 9.1.

                  "Put/Call  Offering  Price"  shall  have the  meaning  give in
Section 9.2(b).

                  "Put/Call  Purchase  Price"  shall  have the  meaning  give in
Section 9.2(c).

                  "Rentable  Area" means,  with respect to Frontier  Center One,
the rentable  area as  calculated  in  accordance  with the Standard  Method for
Measuring  Floor Area in Office  Buildings  published by The Building Owners and
Managers  Association  International  and  approved  by  the  American  National
Standards Institute, Inc., on June 7, 1996.

                  "Residual  Gain" or "Residual  Loss" means any item of gain or
loss (as the case may be) of the LLC  recognized for federal income tax purposes
and resulting from any Disposition of Contributed  Property,  to the extent such
item is not allocated pursuant to Section 5.3(b)(1)(i).

                  "Responding  Member"  shall have the meaning  given in Section
9.1.

                  "Right of First Offer" shall have the meaning given in Section
9.6.

                  "Securities Act" means the Securities Act of 1933, as amended,
and, unless the context otherwise acquires, applicable regulations thereunder.

                  "Selling  Member"  shall  have the  meaning  given in  Section
9.2(c).

                  "Sharing  Ratio" means (i) with  respect to  Frontier,  twenty
five percent  (25%);  (ii) with respect to the Owner  Member,  as of the date of
determination,  seventy  five  percent  (75%)  multiplied  by  a  fraction,  the
numerator of which is the total amount of the Capital  Contributions made by the
Owner  Member   (including  the  Agreed  Value  of  the  Land  and  the  Owner's
Pre-Development Work Product and regardless of whether any amounts on account of
the Owner Member's Capital  Contributions has been returned to the Owner Member)
and the  denominator  of which is the total amount of all Capital  Contributions
made by the Owner Member and the Developer Member (including the Agreed Value of
the  Land,  the  Owner's   Pre-Development  Work  Product  and  the  Developer's
Pre-Development Work Product and regardless of whether any amounts on account of
the Owner  Member's or the Developer  Member's  Capital  Contributions  has been
returned to the Owner Member or the Developer Member), and (iii) with respect to
the  Developer  Member,  as of the date of  determination,  seventy five percent
(75%)  multiplied  by a fraction,  the numerator of which is the total amount of
the Capital  Contributions  made by the Developer  Member  (including the Agreed
Value of the Developer's  Pre-Development Work Product and regardless of whether
any amounts on account of the Developer Member's Capital  Contributions has been
returned  to the  Developer  Member) and the  denominator  of which is the total
amount of all Capital  Contributions  made by the Owner Member and the Developer
Member (including the Agreed Value of the Land, the Owner's Pre-Development Work
Product and the  Developer's  Pre-Development  Work  Product and  regardless  of
whether any amounts on account of the Owner  Member's or the Developer  Member's
Capital  Contributions  has been  returned to the Owner Member or the  Developer
Member).

                  "Site Plan" shall mean the site plan for the Land, as the same
has been  approved  and may  hereafter be amended from time to time by unanimous
Consent of the Deciding Members.

                  "Special  Allocation"  shall have the meaning given in Section
5.2(d).

                  "Taxable  Period"  means any period of time  commencing on the
first  day of any  Fiscal  Quarter  and  ending  on the last  day of any  Fiscal
Quarter, subject to the Termination Date.

                  "Tax Matters  Member"  shall have the meaning given in Section
7.3(c).

                  "Termination  Date"  means  the  date  upon  which  the LLC is
dissolved and liquidated pursuant to Article X.

                  "Third-Party  Financing"  shall  have  the  meaning  given  in
Section 4.2(b).

                  "Transfer" shall have the meaning given in Section 8.2(a).

                  "Treasury  Regulations"  mean the  regulations  issued  by the
United States Department of the Treasury under the Code, as now in effect and as
hereafter amended, and any successor regulations.

                  "Unpaid  Developer Member Preferred Return" means, as the date
of measurement,  the amount of the Developer  Member  Preferred  Return less the
aggregate  amount of  distributions  made to the  Developer  Member  pursuant to
Section 5.4(c)(1).

                  "Unpaid Owner Member  Preferred  Return" means, as of the date
of  measurement,  the  amount  of the Owner  Member  Preferred  Return  less the
aggregate amount of  distributions  made to the Owner Member pursuant to Section
5.4(c)(1).

                  "Unreturned  Developer Member  Preferred  Equity" means, as of
the date of  measurement,  the amount of the Net Agreed  Value of the  Developer
Member's Initial Capital Contribution, plus the amount of any Additional Capital
Contributions  made by the Developer Member pursuant to Section 4.1 and less the
aggregate  amount of  Distributions  made to the  Developer  Member  pursuant to
Section 5.4(c)(2).

                  "Unreturned  Owner Member  Preferred  Equity" means, as of the
date of  measurement,  the amount of the Net Agreed Value of the Owner  Member's
Initial  Capital  Contribution,  plus  the  amount  of  any  Additional  Capital
Contributions  made by the Owner  Member  pursuant  to Section  4.1 and less the
aggregate amount of  Distributions  made to the Owner Member pursuant to Section
5.4(c)(2).

                  "Unsolicited  Offer"  shall have the meaning  given in Section
9.6(a).

                  "Working  Drawings"  means  final  architectural  construction
working  drawings for the  construction  of Frontier Center One, as the same may
hereafter be approved and amended from time to time by the Deciding Members.

1.2 Interpretation.



(a)  Captions and Meanings. Captions are included for convenience only and shall
     not be used to interpret this Agreement. Words and pronouns shall be deemed
     to include  any gender and number as the context  may  require.  References
     herein to Articles,  Sections,  Schedules and Exhibits, except as otherwise
     specifically  indicated,   are  to  the  corresponding  provisions  hereof.
     References to "hereof,"  "herein" and  "hereunder"  and other  compounds of
     "here" refer to this  Agreement  in its  entirety.  References  to "person"
     include any natural  person,  corporation,  trust,  estate,  joint venture,
     partnership, limited liability company, association, custodian, nominee, or
     other entity  recognized as having  existence  under any applicable law and
     such  person's  successors  and permitted  assigns.  Reference to property,
     unless otherwise limited,  shall include all property,  whether tangible or
     intangible,   real,   personal  or  mixed,   including  the  Land  and  the
     Improvements.  References to "include" and  "including"  shall be construed
     without limitation. References to "default" with respect to any party shall
     be  deemed  to  include  any  breach  of any  representation,  warranty  or
     obligation  of such  party,  whether or not such  breach is  intended by or
     occurs  with  the  knowledge  of such  party.  "Will"  means  "shall,"  and
     vice-versa, as the context may require.

(b)Extension  to  Business  Day.  If any  action  (including  the  making of any
     payment) in connection herewith must be taken on a particular day or if the
     failure to take any action on a particular  day would operate  hereunder as
     an  election  among  alternatives  or  result in the lapse or waiver of any
     right and if such day is not a Business  Day,  the time  within  which such
     action may be taken shall be extended to the next Business Day.

(c)  Monetary  Amounts.  All monetary  amounts to be determined  hereunder or in
     connection  herewith shall be determined in dollars,  and all amounts to be
     paid hereunder or in connection herewith shall be paid in dollars.  For the
     purposes of this  Agreement,  "dollars"  means  legal  tender of the United
     States of America.

                                   ARTICLE II

                             FORMATION AND EXISTENCE

2.1 Formation; Preservation. The Members hereby confirm and ratify the formation
of the LLC as a limited  liability  company  pursuant to the Act. This Agreement
(i)  establishes  rights,  obligations,  liabilities  and  relationships  of the
Manager and the Members  with  respect to the LLC and with respect to each other
in connection  with the LLC and (ii) shall govern  matters with respect  thereto
except to the extent the Act  specifically  contains  provisions that may not be
altered by an operating agreement. The Manager has effected the formation of the
LLC by  preparing,  executing and filing the Articles of  Organization  with the
Filing Office.  The Manager shall prepare,  execute and file all such amendments
and other  documents in connection with any of the foregoing as may be necessary
to  reflect  any  change in the  information  contained  therein or herein or to
continue and preserve the  existence of the LLC as a limited  liability  company
under the Act, in each such case in accordance with applicable law.


2.2 Name;  Transacting  Business.  The name of the LLC,  and under which the LLC
shall  conduct its business,  is "Frontier  Center One LLC." The business of the
LLC may be conducted  under any other name as may be  designated  by the Manager
upon the unanimous  Consent of the Deciding Members and as permitted by the Act.
If the law or any jurisdiction in which the LLC transacts  business so requires,
the Manager shall  prepare,  execute and file any  certificate or other document
required to qualify the LLC as a foreign limited liability company authorized to
transact  business  therein  and any  assumed  or  fictitious  name  certificate
required to transact business therein.


2.3 Place of Business.  The principal  office of the LLC shall be 300 West Plaza
Drive,  Highlands  Ranch,  Colorado  80126,  or such other place in the State of
Colorado as the Manager  may  designate  from time to time upon thirty (30) days
prior  notice to each  Member.  The LLC shall  have such  other  offices  as the
Manager may establish from time to time.

2.4 Registered Office and Registered Agent. The LLC's initial  registered office
in the State of Colorado shall be at the office of its  registered  agent at 300
West Plaza Drive,  Highlands Ranch,  Colorado 80126, and the name of its initial
registered  agent at such address shall be Jeffrey H.  Donelson.  The registered
office or  registered  agent,  or both,  in the State of Colorado may be changed
from time to time by filing the address of the new registered office or the name
of the new registered agent, as the case may be, with the Filing Office pursuant
to the Act. The LLC shall  appoint  registered  agents and  maintain  registered
offices in other jurisdictions as may be required by law.


2.5 Term. The existence of the LLC commenced on the date upon which the Articles
of  Organization  were  filed  with  the  Filing  Office,   and  the  LLC  shall
continuously exist until its dissolution and liquidation pursuant to Article X.


                                  ARTICLE III

                               PURPOSES AND POWERS

3.1 Purposes.  The purposes of the LLC are to acquire,  own,  develop,  improve,
market,  operate,  lease, convey and sell the Land and the Project, or interests
therein,  and perform all activities  incidental thereto,  and to enter into any
lawful transactions and engage in any lawful activities  (including borrowing or
investing  money,   issuing  guaranties  and  indemnities  and  granting  liens,
mortgages,  deeds of trust and other  security  interests)  as may be necessary,
incidental or convenient in connection therewith.

3.2  Powers.  The LLC  shall  have the  power to do any and all acts and  things
whatsoever for the  furtherance and  accomplishment  of the purposes of the LLC,
except to the extent prohibited under the Act or any other applicable law.

                                   ARTICLE IV

                    CAPITAL CONTRIBUTIONS; LOANS; GUARANTEES

4.1 Capital Contributions.



(a)  General.  No Member  shall be  entitled  or  obligated  to make any Capital
     Contribution except as specifically  provided herein.  Frontier shall never
     be required to make any Capital Contribution.


(b)  Initial   Capital   Contributions.   Set  forth   below  are  the   Capital
     Contributions (the "Initial Capital Contributions") each Member has made as
     of the date hereof:

                  Initial Capital                               Net Agreed
Member            Contribution                                    Value
------            ------------                                  -----------

Owner             The Land and                                  $ *
Member            the Owner's Pre-Development
                  Work Product

Developer         The Developer's Pre- Development              $ *
Member            Work Product and Cash

Frontier                         *                              $ *
Member


Total                                                           $ *

(c)  Additional Capital Contributions. If from time to time the cash contributed
     by the Developer Member as part of its Initial Capital Contribution and the
     proceeds of the Frontier Center One Financing and the Third-Party Financing
     are not  available  or  sufficient  to fund the cash needs of the LLC,  the
     Developer   Member  shall  provide  such  capital  as  Additional   Capital
     Contributions;   provided,  however  the  maximum  amount  required  to  be
     contributed  by the Developer  Member shall in no event exceed $*, plus any
     contribution  required to be made by the Developer Member on account of the
     Frontier Incentive Payment pursuant to Section 4.1(d).

(d)  Additional  Contributions for Frontier Incentive Payment.  To the extent at
     any time the LLC has  insufficient  funds,  taking  into  account  expected
     receipts and other  obligations  of the LLC, as  determined by the Deciding
     Members in good faith,  to pay any  installment  of the Frontier  Incentive
     Payment   when  due,  the  Manager   shall   request   Additional   Capital
     Contributions from the Owner Member and the Developer Member, and the Owner
     Member   and  the   Developer   Member   shall  make   Additional   Capital
     Contributions,  within * days after each request therefor from the Manager,
     as follows:  the Owner Member shall  contribute * and the Developer  Member
     shall contribute * of the amounts of the additional amount necessary to pay
     such installment of the Frontier Incentive Payment when due.

(e)  Interest on and Return of Capital.  Except as specifically provided herein,
     no Member shall be  permitted  to receive any interest  with respect to any
     Capital  Contribution  or any Capital  Account or any return of any Capital
     Contribution.

4.2  Project Financing.


(a)  Frontier  Center  One  Financing.  The  Developer  Member  shall  cause  an
     Affiliate of the Developer Member to provide  financing for the development
     and   construction  of  Frontier  Center  One  (the  "Frontier  Center  One
     Financing"), in the amount of * of the Frontier Center One Project Cost, as
     determined  by the  Manager,  but in no event,  without  the Consent of the
     Developer  Member,  more than $*. Interest on the principal  balance of the
     Frontier  Center One Financing from time to time shall accrue at a floating
     rate equal to LIBOR plus 250 basis points,  and shall be paid monthly.  All
     accrued and unpaid  interest and principal  shall be payable * months after
     the initial funding of the Frontier Center One Financing and may be renewed
     for an  additional  * months upon  notice to the lender  given prior to the
     initial due date of the  Frontier  Center One  Financing.  Upon the initial
     funding of the Frontier Center One Financing,  the LLC shall pay the lender
     an origination fee, in the amount of $*, and a loan fee, in the amount of *
     of the maximum  principal amount of the Frontier Center One Financing.  The
     LLC shall pay the lender an  extension  fee of * of the  maximum  principal
     amount of the  Frontier  Center One  Financing if the loan is renewed for a
     second * month  period,  payable  upon  renewal.  The  Frontier  Center One
     Financing  shall be  recourse  to the LLC and the LLC  Assets  and shall be
     secured  by a first  deed of trust on the  Project.  The Owner  Member  and
     Fulenwider shall guaranty * of any loss incurred by the lender in the event
     of a  default,  provided  the lender  disposes  of the  collateral  for the
     Frontier Center One Financing in a commercially  reasonable  manner and any
     loss based upon any late payment charges, pre-payment penalties or interest
     at a rate greater  than the rate stated above in this Section  4.2(a) shall
     not be  guaranteed  by  Fulenwider.  In all other  respects,  including the
     disbursement of the proceeds,  the Frontier Center One Financing shall have
     terms and  conditions  similar  to those in  connection  with  construction
     financing  from  national  banks with offices in Denver.  In no event shall
     Frontier be liable for the Frontier  Center One  Financing.  The  Developer
     Member, at its option,  may obtain the Frontier Center One Financing from a
     third-party  lender,  not an Affiliate of the Developer  Member, so long as
     the terms of such  third-party  financing do not make it more costly to the
     LLC than as provided in this Section 4.2(a).



(b)  Third-Party  Financing.  The Manager shall use reasonable efforts to obtain
     permanent  financing for Frontier Center One, on the best available  market
     terms  and  conditions,  from  one  or  more  third-party  lenders,  not an
     Affiliate of any Member (the  "Third-Party  Financing").  The Manager shall
     use  reasonable  efforts  to obtain  all such  Third-Party  Financing  on a
     non-recourse basis, with a Permitted Transfer being permitted by the lender
     without a change in the terms and conditions of the Third-Party  Financing.
     If,  however,  any  lender,  as  a  condition  to  making  the  Third-Party
     Financing,  shall require that the same be recourse,  or that a guaranty of
     the same be made (i) the  Developer  Member and the Owner Member each shall
     accept such recourse liability and agree to make such guaranty, and (ii) to
     the extent  required by such lender (A) the  Developer  Member  shall cause
     Developer  to  accept  such  recourse  liability  and  agree  to make  such
     guaranty;  provided,  however (x)  Fulenwider  has accepted  such  recourse
     liability  or agreed to make such  guaranty to the extent  required by this
     Section 4.2(b),  (y) the liability of the Developer shall at no time exceed
     the  lesser  of * of  the  total  outstanding  amount  of  the  Third-Party
     Financing and * of  Fulenwider's  maximum  liability  under the Third-Party
     Financing, and (z) the other terms and conditions of any recourse liability
     or guaranty of the  Developer  shall be  substantially  the same as that of
     Fulenwider;  and (B) the Owner Member shall cause Fulenwider to accept such
     recourse liability and agree to make such guaranty;  provided,  however (x)
     Developer  has  accepted  such  recourse  liability  or agreed to make such
     guaranty to the extent required in this Section  4.2(b),  (y) the liability
     of  Fulenwider  shall  at no  time  exceed  the  lesser  of * of the  total
     outstanding  amount of the  Third-Party  Financing and * of the Developer's
     maximum liability under the Third-Party Financing,  and (z) the other terms
     and conditions of any recourse liability or guaranty of Fulenwider shall be
     substantially the same as that of the Developer. In no event shall Frontier
     be liable for the Third-Party Financing.

4.3 Other Loans.  Except as otherwise  expressly  provided  herein,  none of the
Manager,  any Member or any  Affiliate  of any  thereof  shall be  permitted  or
obligated to advance any funds or otherwise make any loan to the LLC except upon
such terms and  conditions as to which the Deciding  Members  shall  unanimously
Consent.  Any advance or loan made by the Manager,  a Member or Affiliate of the
Manager or a Member  shall be on terms and  conditions  no less  favorable  than
could  reasonably  be obtained from a person that is not the Manager or a Member
or an Affiliate of any thereof based solely upon the credit of the LLC under the
then existing  circumstances.  In no event shall Frontier be liable for any such
advance or loan,  or be  obligated  to advance any funds to the LLC or otherwise
make any loans to the LLC.  If,  without  the  prior  unanimous  Consent  of the
Deciding Members, a loan or advance not otherwise provided for herein is made to
the LLC by the Manager or a Member,  no such loan or advance  shall  entitle the
lending or advancing person to any increase in its compensation, Capital Account
balance or  interest in the LLC's  profits,  losses or  distributions  or to the
payment of any fee,  interest or other  consideration for the use of such funds.
Except  as  otherwise  specifically  provided  in  this  Agreement,  only by the
unanimous  Consent of the Deciding Members at the time that a loan or advance is
made to the LLC shall any such loan or  advance  be made a debt due from the LLC
to such lending or advancing person repayable as to principal or interest out of
the LLC  Assets  and then only upon such  terms and  conditions  as to which the
Deciding  Members  shall  unanimously  Consent.  In no event shall any Member be
personally  liable for such loan and the sole recourse of the person making such
loan shall be to the LLC and the LLC Assets.


4.4 Guarantees,  Indemnities,  Etc. Except as specifically provided herein, none
of the Manager,  the Members or any  Affiliate of any thereof shall be obligated
to  guarantee  or  otherwise  give  any  assurance  for the  performance  of any
obligation  or the  satisfaction  of any  liability of the LLC, to indemnify any
person with  respect  thereto or to provide any  collateral  securing any of the
foregoing.

                                   ARTICLE V

                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

5.1 Capital Accounts Generally.



(a)Each Member shall have a single,  separate Capital  Account,  and the Manager
     shall maintain each Capital Account in accordance with Treasury Regulations
     Sections 1.704-1(b)(2)(iv) and 1.704-2. Consistent therewith, each Member's
     Capital Account shall be:

     (1)  credited  with (i) the amount of cash and the Net Agreed  Value of any
          property  contributed to the LLC by such Member and (ii) all Operating
          Income and LLC Assets Gains in accordance with this Agreement; and

     (2)  debited  with  (i) all  Operating  Losses  and LLC  Assets  Losses  in
          accordance with this Agreement and (ii) the amount of cash and the Net
          Agreed  Value of any  property  distributed  by the LLC to such Member
          pursuant to Section 5.4 or Section 10.2.

(b)  No  Capital  Account  shall  be  decreased  to  reflect  any   Distribution
     (including a deemed liquidating distribution under Section 708 of the Code)
     of any  property  other  than cash  without  first  adjusting  all  Capital
     Accounts to reflect the manner in which the unrealized  income,  gain, loss
     and deduction inherent in such property (if unreflected in Capital Accounts
     theretofore) would be allocated among all Capital Accounts as if there were
     then a taxable Disposition of such property for the greater of (i) the fair
     market value  thereof and (ii) the amount of any  nonrecourse  indebtedness
     secured thereby.

(c)  Except as  specifically  provided  to the  contrary  herein,  whenever  any
     determination  of any Capital  Account is made,  such  determination  shall
     first give effect to all allocations pursuant to Section 5.2 and all actual
     or deemed Capital Contributions and Distributions made theretofore.

5.2  Allocations  for Book  Purposes.  The Manager  shall  allocate all items of
income,  gain, loss and deduction among Capital Accounts for each Taxable Period
as follows:


(a)  Operating Income and Loss.  Subject to Section 5.2(d),  Operating Income or
     Operating Loss shall be allocated to the Deciding  Members in proportion to
     each  Deciding  Member's  Sharing  Ratio as of the last day of such Taxable
     Period.

(b)  Allocations of Gains.  Subject to Section 5.2(d), LLC Assets Gains shall be
     allocated:



     (1)  first, to the extent any Member has a negative  balance in its Capital
          Account, to the extent of such negative balances, pari passu;



     (2)  second,  to the Owner Member until the Owner Member's  Capital Account
          equals the Unpaid Owner Member  Preferred  Return and to the Developer
          Member until the Developer  Member's Capital Account equals the Unpaid
          Developer Member Preferred Return, pari passu;

     (3)  third,  to the Owner Member until the Owner Member's  Capital  Account
          equals the sum of the Unreturned Owner Member Preferred Equity and the
          Unpaid Owner Member Preferred Return and to the Developer Member until
          the Developer  Member's  Capital  Account equals the sum of Unreturned
          Developer  Member  Preferred  Equity and the Unpaid  Developer  Member
          Preferred Return, pari passu; and

     (4)  thereafter,  in proportion  to each  Member's  Sharing Ratio as of the
          date of allocation.


(c)  Allocations of Losses.  Subject to Section 5.2(d),  LLC Assets Losses shall
     be allocated:



     (1)  to the Owner Member until the Owner  Member's  Capital  Account equals
          the sum of the Unreturned Owner Member Preferred Equity and the Unpaid
          Owner  Member  Preferred  Return,  to the  Developer  Member until the
          Developer  Member's  Capital  Account equals the sum of the Unreturned
          Developer  Member  Preferred  Equity and the Unpaid  Developer  Member
          Preferred  Return,  and to Frontier until the Frontier Capital Account
          equals zero, pari passu;

     (2)  to the Owner Member until its Capital  Account equals the Unpaid Owner
          Member  Preferred Return and to the Developer Member until its Capital
          Account equals the Unpaid  Developer  Member  Preferred  Return,  pari
          passu;


     (3)  to the Owner  Member and the  Developer  Member  until  their  Capital
          Accounts equal zero, pari passu; and

    (4)  thereafter,  in proportion  to each  Member's  Sharing Ratio as of the
          date of allocation.


(d)  Special  Allocations.  Notwithstanding  any other provision of this Section
     5.2,  the  Manager   shall  make  the   following   allocations   ("Special
     Allocations"):


     (1)  Minimum  Gain  Chargeback.  If at any time during any  Taxable  Period
          there  is  a  net  decrease  in  Minimum  Gain   attributable  to  LLC
          Nonrecourse Liabilities,  items of LLC income and gain for such period
          (and,  if  necessary,  subsequent  periods)  shall  be  determined  in
          accordance  with  Treasury  Regulations  Sections   1.704-2(f)(6)  and
          1.704-2(j)(2)  and  allocated  as quickly as  possible  to the Capital
          Account of each Member having a share of the Minimum Gain attributable
          to LLC Nonrecourse Liabilities,  in proportion to and to the extent of
          such Member's  share of such net decrease.  This paragraph is intended
          to comply with the minimum  gain  chargeback  requirement  in Treasury
          Regulations  Section 1.704-2(f) and shall be interpreted  consistently
          therewith.


     (2)  Member  Minimum  Gain  Chargeback.  If at any time  during any Taxable
          Period  there is a net decrease in the Minimum  Gain  attributable  to
          Member  Nonrecourse Debt, items of LLC income and gain for such period
          (and,  if  necessary,  subsequent  periods)  shall  be  determined  in
          accordance  with  Treasury  Regulations  Sections   1.704-2(i)(4)  and
          1.704-2(j)(2)  and  allocated  as quickly as  possible  to the Capital
          Account of each Member having a share of the Minimum Gain attributable
          to Member Nonrecourse Debt, in proportion to and to the extent of such
          Member's  share of such net  decrease.  This  paragraph is intended to
          comply  with  the  partner  minimum  gain  chargeback  requirement  in
          Treasury  Regulations  Section  1.704-2(i)  and  shall be  interpreted
          consistently therewith.


     (3)  Qualified Income Offset.  If at any time during any Taxable Period any
          Member   unexpectedly   receives  any   adjustments,   allocations  or
          distributions    described    in    Treasury    Regulations    Section
          1.704-1(b)(2)(ii)(d)(4),  (5) or  (6)  and  if  any  such  adjustment,
          allocation  or  distribution  would  result in or  increase a negative
          balance in such Member's Adjusted Capital Account as of the end of any
          Fiscal  Year,  items of LLC income and gain shall be allocated to such
          Member in an amount and manner  sufficient to eliminate (to the extent
          required by the foregoing Treasury  Regulations) such negative balance
          as quickly as possible;  provided that an allocation  pursuant to this
          paragraph  shall be made only if and to the extent that such  Adjusted
          Capital  Account  would  have  a  negative  balance  after  all  other
          allocations provided for in this Article V have been made.


     (4)  Member Nonrecourse  Deductions.  Member Nonrecourse Deductions for any
          Taxable  Period  shall  be  allocated  in  accordance   with  Treasury
          Regulations Section  1.704-(2)(i)(1) among Capital Accounts of Members
          bearing the Economic  Risk of Loss with respect to Member  Nonrecourse
          Debt to which such Member Nonrecourse Deductions are attributable.

     (5)  Code Section 754 Adjustments.  To the extent that an adjustment to the
          Adjusted  Basis of any LLC Asset under Section 734(b) or 743(b) of the
          Code is required to be taken into account in  determining  any Capital
          Account pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m),
          (i) the amount of such  adjustment  shall be treated as (x) an item of
          gain if such  adjustment  increases such Adjusted Basis or (y) an item
          of loss if such  adjustment  decreases such Adjusted  Basis,  and (ii)
          such gain or loss shall be allocated  to Capital  Accounts in a manner
          consistent with the requirements of such Treasury  Regulations for the
          adjustment thereof.


     (6)  Curative Allocations.  Notwithstanding  Section 5.2(d)(1) through (5),
          each such Special Allocation under such provisions shall be taken into
          account in allocating among Capital Accounts Net Income,  Net Loss and
          items of LLC income,  gain,  loss and deduction for the Fiscal Year in
          which such Special  Allocation  occurs and each subsequent Fiscal Year
          so that, to the extent possible,  the net amount of income gain, loss,
          deduction and other items  allocated to each Capital  Account shall be
          equal to the net amount that would have been allocated to such Capital
          Account if such Special Allocation had not been made.  Notwithstanding
          the  preceding   sentence,   (i)  allocations  of  Member  Nonrecourse
          Deductions shall not be taken into account under this paragraph except
          to the extent of any net  decrease  in Minimum  Gain  attributable  to
          Member  Nonrecourse  Debt,  and (ii)  allocations  of LLC  Nonrecourse
          Deductions shall not be taken into account under this paragraph except
          to the extent of any net decrease in Minimum Gain  attributable to LLC
          Nonrecourse Liabilities.

     (7)  Excess  Nonrecourse  Liabilities.  Solely for purposes of  determining
          each  Member's   proportionate   share  of  the  "excess   nonrecourse
          liabilities"  of the LLC within the  meaning of  Treasury  Regulations
          Section 1.752-3(a)(3), each Member's interest in the Net Income of the
          LLC shall be its balance in its Capital Account, as adjusted from time
          to time.

     (8)  Allocations Relating to the Frontier Incentive Payment. Allocations of
          Operating  Income and  Operating  Loss shall be  allocated so that all
          payments made by the LLC on account of the Frontier Incentive Payment,
          to the extent of the amount of the  Additional  Capital  Contributions
          made  pursuant  to Section  4.1(d)  shall be  allocated * to the Owner
          Member and * to the Developer Member.

     (9)  Allocations  Relating to Frontier  Operating  Distributions.  Frontier
          shall be allocated  an amount of gross rental  income from the Project
          equal to the amount of the Distributions  made to Frontier pursuant to
          Section 5.4.


5.3 Allocations for Tax Purposes.



(a)  Except as otherwise  provided herein,  the Manager shall for federal income
     tax purposes allocate among Capital Accounts (i) each item of income, gain,
     loss or  deduction in the same manner as the  corresponding  item of "book"
     income,  gain,  loss or deduction is allocated  pursuant to Section 5.2 and
     (ii) each tax  credit  in the same  manner as the  receipt  or  expenditure
     giving rise thereto is allocated pursuant to Section 5.2.

(b)  In an attempt to eliminate LLC Book-Tax Disparities,  the Manager shall for
     federal  income  tax  purposes  allocate  items  of  income,   gain,  loss,
     depreciation, amortization and cost recovery deductions as follows:

     (1)  (i) In the  case of  Contributed  Property,  such  items  attributable
          thereto  shall be  allocated  among  Capital  Accounts  in the  manner
          provided  under Section 704(c) of the Code that takes into account the
          variation  between the Agreed  Value  thereof and the  Adjusted  Basis
          thereof  at the time of  contribution,  and (ii) any item of  Residual
          Gain or Residual Loss  attributable  to Contributed  Property shall be
          allocated   among   Capital   Accounts  in  the  same  manner  as  the
          corresponding  item of "book"  gain or loss is  allocated  pursuant to
          Section 5.2.



          (2)  To correct  distortions created by the "ceiling rule" of Treasury
               Regulations  Section  1.704-3(b)(1),  to the extent  permitted or
               required by Treasury  Regulations,  the Manager may make remedial
               allocations of LLC tax items as provided in Treasury  Regulations
               Section  1.704-3(d) to effect the purposes of Sections 704(b) and
               704(c) of the Code by  allocating  to the Capital  Account of any
               Member that  contributed  property other than cash to the LLC the
               tax  consequences  of any  gain  or  loss  attributable  to  such
               property for any period prior to the contribution thereof.


5.4  Distributions.  Distributions,  other than distributions made following the
sale or refinancing of Frontier Center One or otherwise upon the dissolution and
liquidation  of the LLC,  which shall be made in  accordance  with Section 10.2,
shall be made as determined by the Deciding Members from time to time and in any
event as follows:

(a)  No Distribution shall be made other than in cash.


(b)  Except to the extent  prohibited by applicable  law, any other agreement to
     which the LLC is a party or any  provision  hereof,  the  Deciding  Members
     shall,  on or before * of each calendar  year,  determine the Net Available
     Cash,  and cause the Manager to notify each Member  thereof and declare and
     cause  the  LLC  to  make  Distributions  of the  Net  Available  Cash,  as
     determined  by  unanimous  Consent  of the  Deciding  Members,  in  amounts
     sufficient  (or such lesser  amounts as the Deciding  Members in good faith
     determine,  if the  Deciding  Members  in good  faith  determine  there  is
     insufficient  Net Available Cash to distribute  amounts so sufficient)  for
     each  Deciding  Member  (or  their  beneficial   owners)  to  pay  its  tax
     liabilities  which arise in respect of its LLC Interest,  determined as set
     forth below by such Deciding Members in good faith,  prior to the making of
     any other  Distributions  pursuant to this Section 5.4. Any funds  actually
     distributed  to a Deciding  Member  pursuant to this  Section  5.4(b) shall
     reduce the amount such Deciding Member would otherwise  receive pursuant to
     Sections 5.4 and Section 10.2.  For purposes of this Section  5.4(b),  each
     Deciding  Member's tax liability for any taxable year shall be deemed equal
     to (i) its  cumulative  share of net  taxable  income  and gain  (that  is,
     taxable income net of taxable losses),  of the LLC for such year multiplied
     by (ii) the sum of the highest rate of Federal and the State of  California
     and/or the State of Colorado  (as  applicable)  tax imposed on the Deciding
     Member for such year with  respect to items of the same  character  as such
     net taxable income and gain, taking into account the deductibility of state
     and local  income  taxes for Federal  income tax purposes and based on such
     assumptions  as  the  Deciding  Members  determine  in  good  faith  to  be
     appropriate. In no event shall any Member be required or expected to make a
     Capital  Contribution  then or at any  other  time  to  fund  Distributions
     pursuant to this Section  5.4(b).  If, at the time of the  dissolution  and
     liquidation  of the  LLC,  it is  determined  that a  Deciding  Member  has
     received  Distributions as a result of this Section 5.4(b) in excess of the
     amount  that such  Deciding  Member  would have  otherwise  received  under
     Section 5.4 and is entitled to receive under Section 10.2, then such Member
     shall  promptly  contribute  such  excess  amount  in cash to the LLC to be
     distributed in accordance with Section 10.2.



(c)  Distributions shall only be made in the following order and priority:


     (1)  first,  to the Owner Member an amount equal to the Unpaid Owner Member
          Preferred  Return and to the  Developer  Member an amount equal to the
          Unpaid Developer Member Preferred Return, pari passu;

     (2)  the balance, to the Owner Member, the Developer Member and Frontier in
          accordance with their respective  Sharing Ratios as of the date of the
          distribution.

(d)  Upon the  unanimous  Consent of the  Members,  the Manager  shall take such
     actions  (including any declaration,  revocation,  withholding or making of
     any Distribution)  with respect to Distributions as the Members may direct.

5.5 Negative  Capital  Accounts.  Notwithstanding  any  provision  hereof to the
contrary,  no Member shall be obligated to  contribute  any amount to the LLC in
restoration  of a negative  balance (if any) existing in such  Member's  Capital
Account upon the dissolution and liquidation of the LLC.


                                   ARTICLE VI

                                   MANAGEMENT

6.1 Manager



(a)  Generally;  Certain  Powers.  Management  of the LLC  shall be  vested in a
     manager pursuant to the Act (the "Manager"),  licensed to transact business
     in the State of Colorado and such other  jurisdictions where such licensing
     is required under  applicable  law. The Manager shall have on behalf and in
     the name of the LLC full and exclusive  power and authority,  and the duty,
     to manage and control the LLC's business and affairs and the LLC Assets, to
     make all  decisions  regarding  the same and to perform  any and all lawful
     acts incidental to the accomplishment of the purposes of the LLC; provided,
     however,  that the Manager (i) shall not, without the unanimous  Consent of
     the Members,  take or cause the LLC to take any Major Decision,  (ii) shall
     not, without the unanimous Consent of the Deciding  Members,  take or cause
     the LLC to take any Major Operating Decision,  and (iii) upon the unanimous
     Consent and at the direction of the Deciding Members, subject to clause (i)
     above, shall take on behalf and in the name of the LLC any action specified
     by the Deciding Members.  Without limiting the generality of the foregoing,
     the Manager shall have the power and authority on behalf and in the name of
     the LLC to do any of the following,  in each case in the ordinary course of
     the LLC's  business,  subject to the  provisions  above  relating  to Major
     Decisions  and Major  Operating  Decisions  and  otherwise to the terms and
     conditions of this Agreement:

     (1)  manage the  operations  and affairs of the LLC, and receive and expend
          LLC funds;


     (2)  purchase,  lease, license or otherwise acquire property and any rights
          therein or thereto  (including  any  rights of first  refusal,  option
          rights or similar rights) and hold,  own,  develop,  manage,  operate,
          improve,  use or  otherwise  deal  with any  property  and any  rights
          therein or thereto;

     (3)  Dispose  of or grant any  interest  in  (whether  by lease,  easement,
          covenant,  condition  or  restriction  or  any  declaration  or  other
          document in respect  thereof) any  property and any rights  therein or
          thereto  (including  any  rights of first  refusal,  option  rights or
          similar rights);

     (4)  enter into agreements  (including purchase and sale contracts,  option
          agreements,   leases,   loan   agreements,    consulting   agreements,
          construction   contracts,   land  use  or  zoning  agreements,   water
          management   agreements,   easements,   declarations   of   covenants,
          conditions or restrictions and subdivision plats);

     (5)  borrow  money  from  banks and  other  financial  institutions  and in
          connection therewith hypothecate, mortgage, pledge, grant any security
          interest in or otherwise encumber any LLC Assets,  issue guarantees or
          other  assurances of payment  thereof and  performance  of obligations
          relating  thereto  and  agree  to  such  other  terms  and  conditions
          (including  any recourse  liability or  confession of judgment) as any
          lender may require;

     (6)  invest  and  reinvest  temporarily  (whether  directly  or  through  a
          financial  institution)  any LLC  funds  in such  investments  as time
          deposits,  short-term  governmental  obligations,   commercial  paper,
          repurchase agreements and money-market mutual funds;

     (7)  post  security  deposits,  bonds or similar  assurances  of payment or
          performance  with, or advance or otherwise  lend any LLC funds to, any
          person (including  contractors,  suppliers,  trades persons or service
          providers);

     (8)  provide bonds, letters of credit, guarantees,  warranties, indemnities
          and other assurances of any person's performance;


     (9)  open, make deposits to, drafts upon and withdrawals from, and maintain
          accounts with, any bank,  investment  banking firm or other  financial
          institution  and designate one or more persons as signatories for such
          accounts;

     (10) enforce or forbear in the enforcement of, or compromise,  discharge or
          settle, any obligation of any person;


     (11) engage accountants,  attorneys, consultants and other professionals to
          perform  services,  establish the duties and compensation  thereof and
          terminate any of the foregoing;


     (12) engage brokers, finders, leasing agents, marketing representatives and
          similar  persons,  establish the duties and  compensation  thereof and
          terminate any of the foregoing;


     (13) purchase  liability,  property,  errors and  omissions,  directors and
          officers, and other insurance coverages;


     (14) institute, prosecute, defend or settle any Proceeding; and


     (15) execute  and/or  deliver  on  behalf  and in the  name  of the LLC any
          documents (including checks, drafts, notes and other instruments; loan
          agreements,   deeds  of  trust,   security  agreements  and  financing
          statements;  and  purchase  and sale  agreements,  option  agreements,
          assignments  and other  documents  providing  for the  acquisition  or
          Disposition of LLC Assets) relating to the business of the LLC.

(b)  Manager's Specific Duties. The Manager shall perform the following duties:



     (1)  Management Services. The Manager shall manage the business and affairs
          of the LLC pursuant to this Agreement and the Act.



     (2)  Development Services. The Manager shall update the Project Development
          Plan from time to time as  appropriate,  and cause to be prepared  and
          amended from time to time,  when and as appropriate  under the Project
          Development  Plan (i) the Site Plan, (ii) the Project Design and (iii)
          the Working Drawings for the Deciding Members'  approval.  The Manager
          shall develop the Project in accordance  with the Project  Development
          Plan, the Site Plan, the Project  Design,  the Working  Drawings,  the
          Project  Leases,  the DIBC Covenants and all  applicable  governmental
          requirements,  devoting such time,  effort and resources  necessary to
          perform such  obligations in an efficient,  thorough and  businesslike
          manner.


     (3)  Construction of the  Improvements.  The Manager shall cause the LLC to
          (a) construct Frontier Center One pursuant to a construction  contract
          with the  General  Contractor  on such  terms  and  conditions  as the
          Manager shall  determine,  and (b)  construct  all other  improvements
          pursuant  to  contracts  with  contractors  as  required  by,  and  in
          accordance with, the Project Development Plan.

     (4)  Property Management Services.  From and after the time Frontier Center
          One is substantially complete (or, if earlier, the date upon which any
          tenant  takes  occupancy of any portion of the  Project),  the Manager
          shall  manage,  or cause an  Affiliate  of the Manager to manage,  the
          Project  as  property  manager  pursuant  to the  Property  Management
          Agreement.

     (5)  Project  Leasing  Services.  The Manager shall enter into an exclusive
          leasing agreement with the Leasing Agent and renewals and replacements
          thereof  (the  "Project  Leasing   Agreement"),   on  such  terms  and
          conditions as the Manager may determine  from time to time,  and shall
          supervise  the Leasing  Agent in the  performance  of its duties under
          such agreement.

     (6)  Insurance.  The Manager  shall  obtain and  maintain in full force and
          effect,  at the expense of the LLC, such  insurance as the Manager may
          deem  necessary or appropriate  from time to time and such  additional
          coverages as any Deciding  Member may reasonably  request from time to
          time.  Whenever  insurance is purchased for the LLC, the Manager shall
          arrange  for  each  Member  to  receive  a  certificate  of  insurance
          evidencing the  insurance.  Each such  certificate  shall identify the
          insurance  policy by policy number,  inception and  expiration  dates,
          named insureds,  coverages,  and limits of liability.  The certificate
          shall also provide for * days' advance  written  notice to each Member
          prior to  cancellation,  termination  or change in coverage.  Upon the
          request of any  Member,  the  Manager  shall  furnish to such Member a
          certified copy of any insurance policy obtained for the benefit of the
          LLC.  The Manager may obtain all or any portion of such  insurance  as
          part of a blanket  policy  obtained by any  Affiliate of the Developer
          Member  from  time to time,  in which  case the LLC  shall pay to such
          Affiliate an equitable  portion of the premium  therefor as reasonably
          determined by such Affiliate.

     (7)  Employees;  Legal Compliance. The Manager shall perform all the duties
          under this Section 6.1(b) using its own personnel and  resources.  The
          Manager shall pay all compensation,  benefits and taxes required to be
          paid to its employees  and to comply with all laws in connection  with
          such employment and the performance of its duties hereunder.

(c)  Right to Rely on Manager;  Attorney-in-Fact.  The  execution or delivery by
     the  Manager  on behalf  and in the name of the LLC of any  document  shall
     constitute  conclusive evidence of (i) the Manager's power and authority on
     behalf and in the name of the LLC to execute  and  deliver (as the case may
     be) such  document;  (ii) the power and authority of the LLC to execute and
     deliver (as the case may be) such  document and to perform all  obligations
     (if any) of the LLC provided therein;  and (iii) the truth of any statement
     contained therein as to any action taken or to be taken by the Manager, the
     Members  and/or the LLC  (including  such matters as formation,  existence,
     power and authority,  authorization,  execution or delivery, the identities
     and genuine signatures of the Manager, Members or agents of the LLC and the
     existence or nonexistence of any fact constituting a condition precedent to
     the taking of any action by any of the  foregoing).  Without  limiting  the
     generality  of the  foregoing,  the LLC hereby  appoints the Manager as its
     attorney-in-fact,  with  full  power of  substitution,  to take any  action
     whatsoever  (including the execution or delivery of any document) on behalf
     and in the name of the LLC that the  Manager is  permitted  or  required to
     take pursuant hereto.


(d)  Appointment,  Resignation  or  Removal.  The  Developer  Member  is  hereby
     appointed the Manager.  The Developer Member may resign as the Manager only
     upon the  unanimous  Consent of the  Deciding  Members or if the  Developer
     Member ceases to be a Member. Except as otherwise  specifically provided in
     this Agreement, no person may be removed or appointed as the Manager except
     upon the  unanimous  Consent  of the  Members.  Upon such  Consent,  notice
     thereof to the Manager and each Member and the  execution  and  delivery by
     the  person  being  appointed  as  the  Manager  of  a  counterpart  hereof
     evidencing such person's agreement to be bound hereby as the Manager,  such
     removal and appointment shall be effective. The Manager may be removed upon
     such Consent at any time, with or without cause.  The removal of any person
     as the Manager shall have no effect on such  person's  status (if any) as a
     Member.

(e)  Manager  Compensation.  Except as specifically  provided in this Agreement,
     the Manager  shall not be entitled to  compensation  or  reimbursement  for
     expenses  for its services as such.  In its  capacity as the  Manager,  the
     Manager  shall not make any  contributions  to the capital of the LLC,  nor
     share in the  profits  and losses of the LLC. In no event shall the Manager
     be  entitled  to any  brokerage,  finder's  or other  similar  fee upon the
     closing of the  acquisition  of the Project by the LLC or the sale or other
     Disposition of the Project.

(f)  Property  Management Fee. As compensation for management  services pursuant
     to the Property Management  Agreement,  the LLC shall pay the Manager a fee
     (the "Property  Management  Fee") equal to * of the gross receipts from the
     Project  in  accordance  with the  terms  and  conditions  of the  Property
     Management Agreement.

(g)  Licensing.  The Manager represents and warrants to the LLC that it has duly
     obtained,  and agrees that it shall duly maintain in full force and effect,
     all licenses and permits,  including real estate broker licenses,  required
     under applicable law to perform its duties under this Agreement.

6.2 Major Decisions and Major Operating Decisions.


(a)  Major Decisions.  Notwithstanding anything contained in Sections 6.1 to the
     contrary,  the Members by unanimous  Consent  shall have the full power and
     authority to cause the LLC to do anything that the Members  determine is in
     the best  interests of the LLC and not  prohibited by  applicable  law, and
     neither the  Manager nor any Member may cause the LLC to take,  or agree to
     take, any of the following  actions (each a "Major  Decision")  without the
     unanimous   Consent  of  the  Members   (which   Consent  no  Member  shall
     unreasonably withhold or delay, provided,  however, that it shall be deemed
     reasonable  for  Frontier to withhold its Consent to any action which would
     result in any airline or an Affiliate of any airline,  other than Frontier,
     becoming an Affiliate of the LLC or a Member of the LLC or the Manager):

     (1)  amend the Articles of Organization or this Agreement;

     (2)  except as specifically  provided herein,  admit any person as a Member
          or permit the withdrawal of any person as a Member;

     (3)  except as specifically  provided herein, remove the Manager or appoint
          any person as a Manager;

     (4)  permit the  redemption or repurchase of any LLC interest or the return
          of any Capital Contribution, except as specifically provided herein;

     (5)  merge,  consolidate  or amalgamate  with any person,  convert into any
          other entity or,  except as otherwise  specifically  provided  herein,
          dissolve, liquidate or terminate;

     (6)  transact any business other than as set forth in Section 3.1;

     (7)  acquire  any  property  or  interest  therein  other  than  as  may be
          reasonably  necessary to perform the  business  purposes of the LLC as
          set forth in Section 3.1;

     (8)  compromise,  discharge or settle any  Proceeding as a  consequence  of
          which the LLC may be subject to any criminal  liability or judgment or
          any civil  liability  or  judgment  in which the LLC  admits to fraud,
          misrepresentation,  or any other  action or inaction  involving  moral
          turpitude or which could reasonably be expected to reflect unfavorably
          upon the corporate image of the Manager or any Member;

     (9)  increase the Property  Management  Fee to an amount  greater than * of
          the gross  receipts  from the  Project or  increase  the amount of the
          Development Fee;

     (10) enter  into any  agreement  with an  Affiliate  of the  Manager or any
          Member  except this  Agreement or pursuant to (i) the Frontier  Center
          One Financing,  (ii) the Property  Management  Agreement and (iii) the
          Project  Leasing  Agreement,  or amend in any material  respect (other
          than to extend the term  thereof),  or waive any material right of the
          LLC or material  obligation due the LLC under (i) the Frontier  Center
          One Financing,  (ii) the Property  Management  Agreement and (iii) the
          Project Leasing Agreement;

     (11) except  as  contemplated  by the  express  terms  of  this  Agreement,
          increase any amounts due the Manager,  any Member or any  Affiliate of
          the Manager or of any Member  hereunder,  to the extent such  increase
          reduces the amounts payable to Frontier hereunder absent such increase
          (including,  without  limitation,  any such  increase that reduces the
          amount of the cash  available as Net Available Cash  distributable  to
          Frontier  under  Section  5.4 or the amount of cash  distributable  to
          Frontier under Section 10.2); or

     (12) Sell Frontier Center One other than for cash.

(b)  Major Operating Decisions.  Notwithstanding  anything contained in Sections
     6.1 to the  contrary,  neither the Manager nor any Member may cause the LLC
     to take,  or agree to take,  any of the  following  actions  (each a "Major
     Operating Decision") without the unanimous Consent of the Deciding Members:

     (1)  Dispose of all or substantially all of the LLC Assets, with or without
          the LLC's  goodwill,  or any  property  of the LLC other  than (i) any
          property required to be encumbered pursuant to the Frontier Center One
          Financing or any Third-Party Financing,  to the extent so required; or
          (ii) a  leasehold  interest  in  Frontier  Center One  pursuant to the
          Frontier Lease or any other Project Lease;

     (2)  enter into a contract for the construction of Frontier Center One with
          a general contractor other than the General Contractor;

     (3)  apply for or  consent  to any  change in the zoning of the Land or any
          further subdivision of the Land;

     (4)  contract  for, or delegate,  the  management or leasing of the Project
          other than  pursuant  to the  Property  Management  Agreement  and the
          Project Leasing Agreement;

     (5)  enter into any real estate brokerage  contract for the sale or leasing
          of all or any of the Project or any  interest  therein  other than the
          Project Leasing Agreement with the Leasing Agent;

     (6)  make any changes to the Project Development Plan;


     (7)  amend, extend, renew, cancel,  terminate,  or waive any material right
          of the LLC under, the Frontier Lease, permit any assignment thereof or
          subletting  thereunder  or amend,  cancel or  terminate  any  guaranty
          thereof;

     (8)  compromise,  discharge or settle any  Proceeding as a  consequence  of
          which the LLC may be  subject  to  specific  performance  or any civil
          liability or judgment;

     (9)  borrow  money  (other  than  trade  debt  in the  ordinary  course  of
          business) or issue guarantees; or

     (10) receive  any Capital  Contributions  except as  expressly  provided in
          Section 4.1(c).


Any matter which is  submitted by the Manager to a Member for approval  shall be
deemed  approved  by such  Member  as  presented  by the  Manager  unless  it is
disapproved  by notice to the  Manager  given  within * Business  Days after the
matter is submitted by the Manager to the Member,  provided,  however,  a Member
may withhold  approval  pending  further  consideration  without  disapproving a
matter by giving notice to the Manager to such effect within such * Business Day
period.

6.3 Member  Meetings and Voting.  The Members may, but shall not be required to,
hold any annual, periodic or other formal meetings. Nevertheless, the Members or
the Manager,  upon telephonic or other notice,  may convene a special meeting of
the   Members  or  of  the   Deciding   Members  at  any  time  the   Designated
Representatives  are  available  therefor.  In  addition,  upon not less  than *
Business Days' prior notice to the Manager and the other Members, any Member may
require that a special  meeting of the Members be held at the time  specified in
such  notice.  No notice of meeting need state the purpose of the meeting or the
business to be transacted thereat. The Manager shall conduct any meetings of the
Members  or  of  the  Deciding   Members.   The   presence  of  the   Designated
Representative  for each Member shall be required to constitute a quorum for the
taking at any  meeting of the  Members of any action for which  their  unanimous
Consent is required and the presence of the Designated  Representatives for each
Deciding  Member shall be required to  constitute a quorum for the taking at any
meeting of the Deciding Members of any action for which their unanimous  Consent
is required.  Unless  otherwise agreed by the Members required to participate in
the meeting,  all meetings shall be held in the Denver,  Colorado,  metropolitan
area; provided,  however, any meeting of the Members or the Deciding Members may
be held through a conference telephone or similar communications device by means
of  which  the  Designated  Representatives  of  the  Manager  and  all  Members
participating in the meeting can hear and speak to each other, and participation
in such meeting shall  constitute  presence at such  meeting.  Any notice of any
meeting of the Members or of the Deciding Members may be waived in writing,  and
the  presence  of the  Designated  Representative  of a Member or of a  Deciding
Member,  as the case may be, at such meeting shall constitute a waiver of notice
thereof by such Member,  except where such Designated  Representative is present
for the express  purpose of  objecting  at the  beginning of such meeting to the
transaction  of any  business  on the  ground  that  such  meeting  has not been
properly  convened.  The  Manager  shall  cause  minutes of all  meetings of the
Members and of the Deciding  Members to be kept and retained in the LLC records.
Notwithstanding the foregoing,  any action permitted or required hereunder or by
applicable  law to be taken  at a  meeting  of the  Members  or of the  Deciding
Members may be taken without a meeting upon a written Consent, setting forth the
action to be taken,  executed by each Member or Deciding Member, as the case may
be (whether in one instrument or in  counterparts).  Such Consent shall have the
same  force and  effect as a vote at a meeting  and may be stated as such in any
document filed with the Filing Office.

6.4 Member  Compensation;  Development  Fee. Except as specifically  provided in
this Agreement,  no Member shall be entitled to compensation or reimbursement of
expenses for any services as a Member except that the  Developer  Member and the
Owner Member shall be paid a development fee (the "Development Fee") as follows:
The  Development  Fee shall be an amount equal to * of Frontier  Center One. The
Development  Fee shall be paid only from and to the extent of Net Available Cash
and prior to the making of any  Distributions.  The Development Fee shall become
payable upon the Frontier Rent  Commencement  Date. The Development Fee shall be
allocated  between  the Owner  Member and the  Developer  Member  based upon the
respective   balances  in  their  Capital  Accounts  as  of  the  Frontier  Rent
Commencement Date.

6.5 Management  Relationships.  The Manager shall keep each Member well informed
regarding  all  material  matters  affecting  the LLC.  The  Manager  shall,  in
accordance  with any  Member's  request,  without  cost to the Member,  promptly
deliver  thereto  any  information  or  copies  of  documents  in the  Manager's
possession  or  control  relating  to the LLC and  disclose  to,  and  cause its
Designated  Representative to discuss with, the Designated Representative of any
Member any matter relating to the LLC or its business known to the Manager.


6.6 Designated Representatives.




(a)  The Manager and each Member  shall at all times have a natural  person (the
     "Primary Designee") as its representative (the "Designated Representative")
     who shall be  authorized  to act under this  Agreement for and on behalf of
     the Manager or such Member  respectively.  Any  Consent,  action or vote in
     writing of a Designated  Representative  shall be deemed conclusively to be
     the Consent,  action or vote of the Manager or the Member which  designated
     such  Designated  Representative,  and none of the LLC,  the Manager or any
     Member shall be required to inquire into the  authority of such  Designated
     Representative  as to such  Consent,  action or vote.  The Manager and each
     Member  shall at all times have  another  natural  person  (the  "Alternate
     Designee")  to  serve  as the  Designated  Representative  if  the  Primary
     Designee  is  unavailable  at the  time  any  Consent,  action  or  vote is
     required. Any Primary Designee or Alternate Designee may be replaced by the
     Manager or Member  which  designated  such  person by giving  notice to the
     Manager and the other Members and stating the name of the replacement.



(b)  Until  replaced  as provided  above,  the Primary  Designee  and  Alternate
     Designee of the Manager and each Member shall be:


For the Developer Member and the Manager: Primary Designee: Chester T. Latcham
                                          Alternate Designee: David Goldberg

For the Owner Member:                     Primary Designee: L.C. Fulenwider, III
                                          Alternate Designee: Marcia A. Lujan

For Frontier:                             Primary Designee: Joan Osterman
                                          Alternate Designee: Arthur T. Voss

(c)  A Designated  Representative shall not be personally liable to the LLC, the
     Manager  or any  Member  for  monetary  damages  for  breach of any duty as
     Designated Representative.

6.7  Indemnification.  The LLC shall,  to the fullest  extent  permitted by law,
indemnify,  defend and hold  harmless the  Manager,  each Member and each person
that has served or is serving as a Designated  Representative  (in each case, an
"Indemnitee"),  from and against any and all claims  (whether  involving  civil,
criminal or administrative allegations,  investigations or proceedings), losses,
damages,  liabilities  and expenses  (including  attorneys'  fees and  expenses)
arising out of or in  connection  with any matter  incidental to the business or
activities of or relating to the LLC and involving the Indemnitee, except to the
extent arising out of such  Indemnitee's  breach of this Agreement (or any other
agreement  between the  Indemnitee and all or any of the LLC, the Manager or any
Member  relating,  directly or  indirectly,  to the LLC or the Project) or gross
negligence or willful  misconduct.  Upon  delivery to the LLC of a  satisfactory
undertaking by or on behalf of any Indemnitee to repay,  upon any  determination
pursuant  to a final  decision in any  Proceeding  that such  Indemnitee  is not
entitled to the  benefits of this  Section 6.7, all advances by the LLC for such
Indemnitee's  defense  costs  in  connection  with  any  matter  covered  by the
preceding  sentence,  the LLC shall  from time to time,  upon such  Indemnitee's
request,  advance such defense  costs prior to the final  determination  of such
matter.  Notwithstanding  anything  herein  to  the  contrary,  the  rights  and
obligations  contained in this Section 6.7 shall survive the  termination of any
Indemnitee's designation other engagement by or involvement with the LLC.


6.8 Other Activities and Competition.




(a)  Other  Activities.  Nothing in this Agreement shall be construed to require
     the Manager or any Member or any Affiliate thereof to devote its full time,
     attention or resources to the business of the LLC. The Manager,  any Member
     and any  Affiliate  of any  thereof  may,  without  notice to the LLC,  the
     Manager or any Member and without any obligation to share  therewith any of
     the   benefits   thereof,   engage  in   activities   (including   business
     opportunities)  other than in connection with the performance of any duties
     hereunder or the accomplishment of the purposes of the LLC.

(b)  Competition.  Subject to the  provisions  of Section 8 of the  Contribution
     Agreement,  nothing in this  Agreement or in the  formation or operation of
     the LLC  pursuant  hereto  shall be  construed  to prohibit  the  Developer
     Member,  the  Owner  Member  or the  Manager  or any  of  their  respective
     Affiliates from purchasing,  selling, developing or otherwise engaging in a
     business  relating  to  land  or  other  real  property,  including  office
     buildings,  whether  or not  such  activities  are or  could  be in  direct
     competition  with the  business  of the LLC.  The  Manager  and each Member
     hereby  expressly  acknowledges  that  Affiliates  of each of the Developer
     Member,  the Owner Member and the Manager are  developing a mixed-use  land
     development,  which competes or may in the future compete directly with the
     Project,  and the  Manager  and each  Member  has  satisfied  itself of the
     economic  viability of the Project  notwithstanding  the other  activities,
     including  the  competitive  activities,  of the  Affiliates of each of the
     Developer Member, the Owner Member and the Manager. None of the competitive
     or other activities of the Developer Member,  the Owner Member, the Manager
     or any of their respective Affiliates shall be deemed to be a breach of any
     obligation,  express or implied, including any fiduciary obligation, of the
     Developer  Member,  the Owner Member,  the Manager or such Affiliate to the
     LLC, the Manager or any Member.


6.9 Rights of Frontier.



(a)  Limitation  of Rights.  In no event shall  Frontier  have the right to, nor
     shall it,  participate in the management of the LLC or in the making of any
     decisions other than any Major Decisions and any other decisions  expressly
     reserved to the Members  under this  Agreement or expressly  required to be
     reserved to the Members under the Act.

(b)  Limitation of Duties. In no event shall the Manager have any greater duties
     than are  required by the Act. In no event shall any Member have any duties
     to any other Member other than the duties of good faith and fair dealing as
     those  duties  are  implied  under  the laws of the  State of  Colorado  in
     commercial  contracts  generally.   The  Manager  and  the  Members  hereby
     expressly  disclaim any other  duties,  express or implied,  including  any
     fiduciary duties,  and each Member hereby covenants and agrees that it will
     not assert any right or make any claims  against  the  Manager or any other
     Member  under or arising  out this  Agreement  on the basis of any  duties,
     express or implied, other than the duties of good faith and fair dealing as
     those  duties  are  implied  under  the laws of the  State of  Colorado  in
     commercial  contracts  generally,  and,  as to the  Manager,  such  duties,
     including  fiduciary  duties,  if any,  as are  required  of a manager of a
     Colorado limited liability company under the Act.

(c)  Information. Notwithstanding any provisions of Article VI or Article VII to
     the contrary,  the Manager shall not be required to furnish to Frontier all
     of the information it furnishes to the Deciding Members, provided, however,
     and without  limitation to its statutory  rights to information as a Member
     of the LLC,  Frontier  shall be entitled to access to the books and records
     of, and other  information  concerning,  the LLC to the  extent  reasonably
     required to determine  its right to, and the amount of, any monies  payable
     to Frontier under this Agreement or relevant to the Right of First Offer or
     the purchase of Frontier Center One pursuant to the Right of First Offer or
     the  exercise  of its other  rights and  obligations  hereunder,  including
     compliance by the Manager and the Members of their  obligations to Frontier
     hereunder and the determination of Frontier's  position on Major Decisions.
     Frontier  shall not be  entitled  to any  information  concerning  Frontier
     Center One or the business of the LLC that would, in the reasonable opinion
     of the Manager,  prejudice the  interests of the LLC as the landlord  under
     the Frontier Lease except to the extent such  information is required to be
     disclosed under the Frontier Lease.

(d)  Event of Default.  Notwithstanding  any provisions of this Agreement or the
     Frontier  Lease to the contrary,  Frontier's  rights under this  Agreement,
     including  the right to receive all or any portion of the  Frontier  Equity
     Payment,  the Right of First Offer and its status as a Member,  shall cease
     and  terminate,  as if  such  rights  had  never  been  granted,  upon  the
     occurrence at any time within * years after the Frontier Rent  Commencement
     Date, of a Frontier Lease Default.



                                  ARTICLE VII
                        BANK ACCOUNTS; BOOKS AND RECORDS;
                      REPORTS; TAX MATTERS; CONFIDENTIALITY

7.1 LLC Accounts.  The Manager shall establish and maintain on behalf and in the
name of the LLC, and  designate  signatories  on, one or more bank or investment
accounts with such financial institutions and firms as the Manager may select by
notice  to  the  Members,   other  than  any  accounts  or  with  any  financial
institutions to which any Member shall reasonably object by giving notice to the
Manager within * Business Days following the giving of the notice by the Manager
to the Members.

7.2 Books and Records; Financial Statements.



(a)  The Manager  shall  prepare  and  maintain  at the LLC's  principal  office
     accurate and complete books and records of the  organization  and governing
     documents  of,  actions  taken by, and business of, the LLC,  including the
     records required to be kept at the principal office under the Act.

(b)  The  Manager  shall  cause  to be  prepared  and  maintained  at the  LLC's
     principal  office  accurate  and  complete  books and  records  showing the
     assets,  liabilities,   revenues,  expenses,   transactions  and  financial
     condition of the LLC  (specifically  including  all loans and loan payments
     and all capital  expenditures).  The accounts of the LLC, together with any
     financial   statements   relating   thereto,   shall  be   prepared   on  a
     consolidating,  accrual basis in accordance with GAAP consistently applied,
     except to the  extent  GAAP is  inconsistent  with any  specific  provision
     contained  herein or applicable  law. Each  financial  statement of the LLC
     shall  fairly  present the  financial  condition  of the LLC as of the date
     thereof.

(c)  The Manager  shall cause to be prepared  and  delivered  to each Member the
     following written reports and financial statements:

     (1)  Within fifteen (15) days after the end of each calendar month and each
          Fiscal Quarter (i) unaudited balance sheets and related  statements of
          income, Members' equity and changes in cash flow, and (ii) a rent roll
          showing all pertinent  information with respect to the Project Leases,
          in each  case  certified  by the  Manager  to be,  to the  best of the
          Manager's knowledge and belief, accurate and complete and, in the case
          of financial statements, prepared in accordance with GAAP consistently
          applied, except to the extent specified therein;


     (2)  All  plans  and  reports   required  under  the  Property   Management
          Agreement; and


     (3)  Within  ninety  (90) days after the end of each Fiscal  Year,  balance
          sheets and related  statements of income,  Members' equity and changes
          in cash flow, in each case audited by an independent  accounting  firm
          selected by the Manager by notice to the Members,  other than any firm
          to which any Member  shall  reasonably  object by notice  given to the
          Manager  within five (5)  Business  Days  following  the giving of the
          notice by the Manager to the Members.

(d)  Subject to Section  6.9(c),  the Manager shall  promptly make copies of the
     books and records of the LLC available upon any Member's  request,  and the
     Manager  shall  retain and make  available  to the  Members  such books and
     records  for a period of at least  seven (7)  years  after the  Termination
     Date.

(e)  Upon any resignation or other termination of the Manager, the Manager shall
     promptly  deliver all of the accounts,  books and records of the LLC to the
     person designated by the Members.

7.3 Tax Matters.


(a)  Partnership  Treatment.  The  Members  intend  that the LLC be treated as a
     partnership for federal income tax purposes and, to the extent permitted by
     applicable  law,  for state,  local and  foreign  franchise  and income tax
     purposes.  None of the LLC,  the Manager or any Member may make an election
     for the LLC to be (i) excluded from the  application  of the  provisions of
     subchapter  K of  Chapter  1 of  Subtitle  A of the  Code  or  any  similar
     provisions  of  applicable  state or  local  law or (ii)  classified  as an
     association  pursuant to Treasury  Regulation  Section  301-7701-3,  and no
     provision hereof shall be construed to permit or require such an election.


(b)  Tax Returns and Elections. The Manager shall cause to be prepared and filed
     all necessary  federal,  state and local income tax returns for the LLC and
     in connection therewith make the following elections on the appropriate tax
     returns: (i) the adoption of the Fiscal Year required by Section 706 of the
     Code; (ii) the adoption of the accrual method of accounting and the keeping
     of the  LLC's  books  and  records  in  accordance  therewith;  (iii)  if a
     distribution  of LLC Assets as  described in Section 734 of the Code occurs
     or if a transfer of an LLC Interest as described in Section 743 of the Code
     occurs, upon the unanimous Consent of the Members, the election pursuant to
     Section  754 of the Code to adjust  the basis of LLC  Assets;  and (iv) the
     amortization of the organizational expenses of the LLC under Section 709(b)
     of the Code and the startup  expenditures  of the LLC under  Section 195 of
     the Code, in each case ratably over the shortest  period of time  permitted
     by applicable law.


(c)  Tax Matters  Member.  The LLC shall have a "tax matters  partner" (the "Tax
     Matters  Member")  pursuant to Section  6231(a)(7)  of the Code.  Except as
     specifically  required to the contrary herein or by applicable law, the Tax
     Matters  Member may take or not take any action in connection  with any tax
     matter  relating  to  the  LLC.  Without  limiting  the  generality  of the
     foregoing,  the  Tax  Matters  Member  shall  take  such  action  as may be
     necessary to:

     (1)  cause the other Members to become "notice partners" within the meaning
          of  Section  6231(a)(8)  of the  Code,  promptly  inform  them  of all
          material matters that may come to its attention in its capacity as Tax
          Matters  Member and  deliver to them  copies of all  material  written
          communications   (including  any  written  adjustment  by  any  taxing
          authority which would affect any Member's  liability for taxes) it may
          receive or submit in such capacity; and

(2)                        participate in any meeting with any taxing  authority
     and/or prosecute any Proceeding involving tax matters
                           relating  to the LLC  and  determine,  to the  extent
                           permitted by applicable law, whether or not to permit
                           any other Member to  participate  therein  (including
                           any defense).

The  Developer  Member is hereby  appointed the Tax Matters  Member.  Any person
serving  as the Tax  Matters  Member  may  resign at any time upon not less than
sixty (60) days prior notice to each  Member,  and such  resignation  shall take
effect  upon the  expiration  of such  60-day  period or at such  later  time as
specified  in such notice.  The  Developer  Member shall not be removed,  and no
person  other than the  Developer  Member may be  appointed,  as the Tax Matters
Member  except upon the unanimous  Consent of the Members.  The  resignation  or
replacement of any Member as the Tax Matters Member shall have no effect on such
person's  status  as a Manager  or a Member.  The Tax  Matters  Member  shall be
entitled to reimbursement by the LLC of all reasonable,  out-of-pocket  expenses
incurred by the Tax Matters Member in performing its duties hereunder.

7.4 Regulatory Requirements.  Each Member shall, from time to time upon request,
provide such  information in its possession or control as the Manager or the Tax
Matters Member (as the case may be) deems  necessary to permit the LLC to comply
with any applicable governmental requirements.



                                  ARTICLE VIII
                      ADMISSION AND WITHDRAWAL OF MEMBERS;
                                    TRANSFERS

8.1 Admission and Withdrawal of Members.



(a)  Admission.  Each  person  signing  this  Agreement  as a Member  is  hereby
     admitted to the LLC as such.  No other person shall be admitted as a Member
     except upon the satisfaction of the following conditions precedent:

     (1)  if such  person  is not a  Permitted  Transferee,  upon the  unanimous
          Consent of the Deciding Members;


     (2)  if such  person  is a  Permitted  Transferee  of less  than all of any
          Member's LLC Interest,  the vesting  therein,  pursuant to a Permitted
          Transfer,  of  ownership  of  an  equal  percentage  (as  compared  to
          percentage  of such LLC Interest not being  transferred)  of all items
          (including the Capital Account) constituting such LLC Interest;

     (3)  if such  person is a  Permitted  Transferee,  together  with any other
          Permitted  Transferee,  of the  entirety of the  Member's LLC Interest
          pursuant  to one or more  Permitted  Transfers,  the  delivery  to the
          Manager of a notice of withdrawal from the LLC by the Member;

     (4)  the  reimbursement  by or on  behalf of such  person  of all  expenses
          (including  attorneys'  fees  and  expenses)  incurred  by the  LLC in
          connection with such admission; and


     (5)  the execution and delivery by such person of a counterpart  hereof and
          such other  documents  as the  Manager or the Tax  Matters  Member may
          reasonably  request to effect the admission of such person as a Member
          and to assure compliance with applicable law in connection therewith.

(b)  Withdrawal.  No person  admitted  to the LLC as a Member may  withdraw as a
     Member except upon the unanimous  Consent of the Members,  upon a Permitted
     Transfer of the entirety of its LLC  Interest or as otherwise  specifically
     provided herein.

8.2 Transfers of LLC Interests and Member Interests.



(a)  Permitted Transfers. No Member shall, directly or indirectly, sell, assign,
     transfer,  exchange,  mortgage,  pledge,  dispose of, hypothecate,  grant a
     security  interest in, encumber  (except by a negative pledge) or permit to
     be sold, assigned, transferred, exchanged, mortgaged, pledged, disposed of,
     hypothecated,  become subject to a security interest or encumbered  (except
     by negative  pledge) (in any such case, a "Transfer") all or any portion of
     its LLC  Interest  or all or any  portion of any  interest  in any  Member,
     except  upon  the  satisfaction  of  the  following  conditions  precedent,
     whereupon such Transfer  shall be deemed to be effective (as  effective,  a
     "Permitted Transfer"):


     (1)  upon (i) the unanimous Consent of the Members to the proposed Transfer
          (provided,  however, the Consent of Frontier shall not be unreasonably
          withheld  or delayed  to any  Transfer  other  than a  Transfer  to an
          airline or any  Affiliate  of an  airline),  or (ii) a  Transfer  by a
          Deciding Member to another  Deciding Member or to an Affiliate of such
          Deciding Member or of another Deciding Member,  or (iii) a Transfer of
          an  interest  in the  Developer  Member to any  person  other  than an
          airline  or an  Affiliate  of an  airline,  so long  as the  Developer
          remains in control of the Developer  Member;  or (iv) a Transfer of an
          interest  in the Owner  Member to any person  other than an airline an
          Affiliate of any airline,  so long as the Owner  remains in control of
          the Owner  Member,  or (v) a Transfer  of the entire LLC  Interest  of
          Frontier to an Affiliate of Frontier or to a person which acquires all
          or substantially  all of the assets of Frontier and which Affiliate or
          acquiror is  permitted to become,  and  becomes,  the tenant under the
          Frontier  Lease and assumes all of the  obligations  of Frontier under
          the  Frontier  Lease,  whereupon,  following  a  Transfer  of the type
          described in clauses (i) through (v) above,  the  proposed  transferee
          shall be deemed to be a  "Permitted  Transferee;"  provided,  however,
          nothing in this  Section  8.2(a)(1)  shall be  construed  to limit any
          Transfer to the extent J.F. Shea Co., Inc., a Nevada  corporation,  or
          any Affiliate  thereof (other than Developer or the Developer  Member)
          now have or at any time hereafter have control of an airline;


     (2)  the  delivery to the Manager of an  effective  instrument  of Transfer
          describing  in  reasonable  detail the portion of the LLC  Interest or
          interest in the Member  being  transferred;  provided,  however,  that
          notwithstanding  any provision in such instrument to the contrary,  no
          transferee of all or a portion of an LLC Interest shall be entitled to
          assert  any  right  or  interest,  other  than the  right  to  receive
          Distributions,  in respect of the portion of such LLC  Interest  being
          transferred,  except upon the admission of such transferee as a Member
          pursuant to Section 8.1(a);



     (3)  the delivery to the Manager of an opinion of counsel,  satisfactory in
          form and  substance to the Manager,  that such Transfer is exempt from
          registration  under the Securities Act and that such Transfer does not
          violate,  and will not  result  in the LLC being in  violation  of, or
          require any filing by the LLC or any Member  pursuant to, or cause any
          dissolution  of  the  LLC  or  any  Member  in  connection  with,  any
          applicable law;

     (4)  the  reimbursement  by or on  behalf of the  transferor  Member of all
          expenses (including  attorneys' fees and expenses) incurred by the LLC
          in connection with such Transfer; and


     (5)  the  execution  and  delivery by all parties to such  Transfer of such
          documents  as the  Manager or the Tax  Matters  Member may  reasonably
          request  to  effect  such  Transfer  and  to  assure  compliance  with
          applicable law in connection therewith.

(b)  Void  Transfers.  Any purported  Transfer  other than a Permitted  Transfer
     shall be void,  and  neither the Manager or any Member nor the LLC shall be
     required to recognize  any claims by any  purported  transferee  to any LLC
     interest (including any Distribution in respect thereof) or any interest in
     any Member other than a Permitted Transferee. If at any time the Manager or
     any Member has any good faith reason to believe any LLC Interest is subject
     to any purported Transfer other than a Permitted Transfer, the Manager may,
     and,  upon the  request of any Member  having  such a reason,  the  Manager
     shall,  withhold any  Distribution in respect thereof until delivery to the
     Manager or such Member, as the case may be, of satisfactory assurances that
     such LLC Interest is not subject to any such purported Transfer.



                                   ARTICLE IX
                       PUT AND CALL; RIGHT OF FIRST OFFER

9.1 Put/Call  Offering Notice.  At any time after * or more of the Rentable Area
of Frontier Center One is leased and occupied and the Third-Party  Financing has
been obtained (and whether or not a dissolution  of the LLC has occurred and, if
a dissolution of the LLC has occurred, references to the Manager in this Section
9.1 shall be deemed to refer to the  liquidator  appointed  pursuant  to Section
10.1(c)),  either the Owner  Member or the  Developer  Member  (the  "Initiating
Member") may give notice (the  "Put/Call  Offering  Notice") to the other Member
(the "Responding  Member") and the Manager of the Initiating  Member's intent to
exercise  its rights  under this  Section 9.1 and to purchase  all, but not less
than all, of the Responding Member's LLC Interest. In such event, the provisions
set forth in this Article IX shall apply. The Initiating Member shall specify in
its Put/Call  Offering  Notice the all cash purchase price (which price shall be
the  fair  market  value  of the  Project  as  determined  in good  faith by the
Initiating  Member) at which the Initiating  Member would be willing to purchase
the  Project,  free and clear of  monetary  liens  (other than the lien for real
property  taxes for the calendar year in which the Put/Call  Offering  Notice is
given) as of the date the Put/Call  Offering  Notice is given ("Date of Value").
Once given, a Put/Call Offering Notice cannot be revoked.



9.2 Exercise of Put/Call.




(a)  Election.  Upon receipt of the Put/Call  Offering  Notice,  the  Responding
     Member shall then be obligated either:

     (1)  To sell to the Initiating  Member its LLC Interest at a price equal to
          the amount the  Responding  Member would have been entitled to receive
          hereunder  if the LLC had sold the LLC Assets to a third party for the
          Put/Call  Offering  Price (as defined  below) on the Date of Value and
          dissolved and liquidated the LLC in accordance with Article X; or

     (2)  To purchase the LLC Interest of the Initiating Member at a price equal
          to the amount  the  Initiating  Member  would  have been  entitled  to
          receive  hereunder if the LLC had sold the LLC Assets for the Put/Call
          Offering  Price to a third  party on the Date of Value and  liquidated
          the LLC in accordance with Article X.

(b)  Put/Call  Offering  Price.  "Put/Call  Offering  Price" shall mean the cash
     purchase price for the Project  specified in the Put/Call  Offering  Notice
     plus the book  value of all the other LLC  Assets as shown on the books and
     records of the LLC, updated to the Date of Value, and minus all liabilities
     of the LLC (in any event not  including  the  Developer  Member  Unreturned
     Preferred Equity,  the Developer Member Preferred Return,  the Owner Member
     Unreturned  Preferred  Equity,  the Owner  Member  Preferred  Return or the
     Frontier Equity Payment), all as determined by the LLC's accountant.

(c)  Exercise.  The Responding  Member shall notify the Initiating Member of its
     election within  forty-five  (45) days after the Date of Value.  Failure to
     give notice  within  such time  period  shall be deemed an election to sell
     under Section  9.2(a) made on the date which is forty-five  (45) days after
     the Date of Value. For purposes of the balance of this Article IX the price
     calculated  pursuant to Section 9.2(a)(1) or (2) above shall be referred to
     as the "Put/Call  Purchase  Price" and the term  "Purchasing  Member" shall
     mean the  Member  who is  obligated  to  purchase  the other  Member's  LLC
     Interest pursuant to either Section 9.2(a)(1) or Section 9.2(a)(2) (whether
     such Member is the Initiating Member or the Responding Member) and the term
     "Selling  Member"  shall mean the Member who is  obligated  to sell its LLC
     Interest to the Purchasing Member pursuant to such Sections.


(d)  Designee of Purchasing  Member.  Notwithstanding  the provisions of Article
     VIII, if any Member  purchases the other Member's LLC interest  pursuant to
     this Article IX, such Purchasing  Member shall be entitled to designate any
     third party to be the  transferee  of such interest and to become a Member,
     provided that (i) the foregoing shall not delay any  transaction  described
     in this Article IX and (ii) the designated  transferee is not an airline or
     an  Affiliate  of an airline;  provided,  however,  nothing in this Section
     9.2(d) shall be construed to limit the  designation  of a transferee to the
     extent J.F. Shea Co., Inc., a Nevada corporation,  or any Affiliate thereof
     (other than the Developer or the Developer  Member) now have or at any time
     hereafter have control of an airline.

9.3 Put/Call Closing.



(a)  The Deciding Members shall meet and exchange  documents and pay any amounts
     due, and otherwise do all things  necessary to conclude the transaction set
     forth  in  Section  9.2 at the  closing  of such  purchase  (the  "Put/Call
     Closing"). The Put/Call Closing shall occur at the office of the Manager at
     1:00 p.m. on the thirtieth (30th) day after the date the Responding  Member
     notifies  or is deemed to notify  the  Initiating  Member of its  election;
     provided,  however, if the closing of the purchase would result in a change
     in the terms or conditions of the  Third-Party  Financing,  the  Purchasing
     Member,  by notice  given to the  Selling  Member no later than twenty (20)
     days prior to the scheduled date for the Put/Call Closing as stated herein,
     may  postpone  the  Put/Call  Closing to a date not later than the sixtieth
     (60th) day after the date the  Responding  Member  notifies or is deemed to
     notify the Initiating Member of its election.  At the Put/Call Closing, the
     Selling  Member  shall  deliver to the  Purchasing  Member a duly  executed
     assignment  of  its  LLC  Interest,   free  and  clear  of  all  liens  and
     encumbrances.  Upon the reasonable request of the Purchasing Member, at the
     Put/Call  Closing  or at any  time and from  time to time  thereafter,  the
     Selling  Member shall execute and deliver such other  documents and perform
     such other acts as may be necessary or desirable to consummate the Put/Call
     Closing and to transfer ownership, title and control of the LLC Interest to
     the Purchasing  Member in accordance  with this Article IX. At the Put/Call
     Closing,  the  Purchasing  Member shall  deliver to the Selling  Member the
     Put/Call Purchase Price, in cash, and shall deliver any other documents the
     Selling  Member  reasonably  requests  and are  necessary  or  desirable to
     consummate  the Put/Call  Closing.  Upon the  consummation  of the Put/Call
     Closing,  the Selling Member and its Affiliates  shall be released from any
     liability  under  the  Third-Party  Financing  and any  guarantees  made in
     connection therewith. If the lender under the Third-Party Financing refuses
     to so release the Selling Member and its Affiliates, the Purchasing Member,
     and if the Purchasing Member is the Developer Member or an Affiliate of the
     Developer Member, the Developer, shall indemnify the Selling Member and its
     Affiliates  from  liability  under the  Third-Party  Financing and any such
     guarantees.


(b)  If the  Purchasing  Member  fails to  consummate  the  Put/Call  Closing in
     accordance  with this Article IX, such failure  shall be deemed an Event of
     Default under this Agreement by the Purchasing  Member.  In addition to any
     other  remedies  available  under this  Agreement upon the occurrence of an
     Event of Default,  the Selling Member shall have the right,  exercisable by
     written notice (the  "Put/Call  Default  Notice") to the Purchasing  Member
     that failed to  consummate  the Put/Call  Closing  given within thirty (30)
     days after the date set for the Put/Call Closing, to purchase such Member's
     LLC Interest in accordance  with the  provisions of this Article IX, except
     that the Member that failed to  consummate  the Put/Call  Closing  shall be
     obligated  to sell its LLC  Interest  to the  other  Member,  the  Put/Call
     Purchase  Price shall be determined  based upon * of the Put/Call  Offering
     Price  established by the Put/Call Offering Notice given by the Member that
     failed to consummate the Put/Call  Closing,  and the Put/Call Closing shall
     occur on the * day after the giving of the Put/Call Default Notice.

9.4 Audit After Put/Call Closing;  Final Settlement.  Upon the request of either
Deciding Member made within * days after the Put/Call Closing, the Manager shall
cause the LLC's  accountant  to complete an audit of the books of account of the
LLC as of the Date of Value and prepare and deliver to the  Deciding  Members an
audited  financial  statement as of such date. The accountant shall also examine
the  books of  account  for the  period  of time  after the Date of Value to and
including the date of the Put/Call Closing. The Put/Call Purchase Price shall be
adjusted to reflect all relevant  activities  from the Date of Value through the
date  of  the  Put/Call  Closing.  The  adjustment  shall  include  any  capital
contribution or paybacks of capital, and each Member's share of any tax benefits
or detriments earned or incurred by the LLC during such period, and the expenses
of the accountant's services to the LLC in making the settlement. The accountant
shall deliver to the Deciding  Members a detailed  statement and  explanation of
any  adjustments to the Put/Call  Purchase Price as a result of any  transaction
occurring after the Date of Value but prior to the date of the Put/Call Closing.
The net amount of such adjustments due to one Deciding Member or the other shall
be due on * or the highest rate then  permitted by applicable  law (whichever is
less), and, at the option of the Deciding Member to whom such amount is due, may
be offset against any debt due to the owing Deciding Member.

9.5 Tax Returns. The LLC's accountant shall also deliver to the Deciding Members
(concurrently with the Purchase Price adjustment statement),  prepared as of the
date of Put/Call  Closing,  all  necessary  state and federal tax  returns.  The
Purchasing  Member shall  execute (on behalf of the LLC) and file all such state
and federal tax returns.

9.6 Right of First  Offer.  Frontier  shall have the prior  right (the "Right of
First Offer") to purchase  Frontier Center One in accordance with the provisions
of this Section 9.6 (but not otherwise), and the LLC shall not sell or offer for
sale Frontier  Center One without first  complying  with the  provisions of this
Section 9.6.

(a)  If,  at  any  time,  including  following  dissolution  of the  LLC  and in
     connection with liquidation of the LLC (in which case all references to the
     Manager in this Section 9.6 shall mean the liquidator appointed pursuant to
     Section  10.1(c)),  the Deciding  Members  either decide to offer  Frontier
     Center One for sale or the LLC receives, and the Deciding Members decide to
     entertain acceptance of, an unsolicited written offer from a third party to
     purchase  Frontier  Center One (an Unsolicited  Offer"),  the Manager shall
     give Frontier written notice stating the price and the terms and conditions
     upon which the LLC in good faith desires to offer  Frontier  Center One for
     sale to any able buyer (a "Notice of Intent to Sell") or, in the case of an
     Unsolicited  Offer, a copy of the Unsolicited  Offer.  Thereupon,  Frontier
     shall  have the  right,  for a period  of * days  after the  Manager  gives
     Frontier the Notice of Intent to Sell, or * Business Days after the Manager
     gives Frontier a copy of the Unsolicited Offer (provided, however, Frontier
     shall use reasonable good faith efforts to respond to a Notice of Intent to
     sell or an Unsolicited  Offer in the shortest time  possible),  to elect by
     giving notice to the Manager whether or not to purchase Frontier Center One
     for the  price and upon the terms  conditions  set forth in such  Notice of
     Intent to Sell or Unsolicited Offer, as the case may be. Frontier's failure
     to respond within the time periods stated above shall be deemed  Frontier's
     irrevocable  election not to purchase  Frontier  Center One pursuant to the
     Right of First  Offer,  and,  within * days  after  any  request  therefor,
     Frontier  shall  deliver to the Manager a statement,  in form and substance
     reasonably acceptable to the Manager, that Frontier has irrevocably elected
     not to purchase Frontier Center One pursuant to the Right of First Offer.

(b)  If Frontier  elects,  in strict  accordance  with the provisions of Section
     9.6(a),  to  purchase  Frontier  Center One  pursuant to the Right of First
     Offer,  the LLC shall sell and Frontier shall purchase  Frontier Center One
     upon (i) substantially the terms and conditions and for the price set forth
     in the Notice of Intent to Sell; provided, however, Frontier shall have (A)
     a maximum of * days after Frontier gives notice of its election to purchase
     Frontier  Center One to conduct  such due  diligence  as Frontier  may deem
     appropriate  (and at any time  within such * day period  Frontier  may give
     notice to the Manager  rescinding its election to purchase  Frontier Center
     One),  and (B) a  maximum  of * days  after  Frontier  gives  notice of its
     election to purchase  Frontier  Center One to close the  purchase;  or (ii)
     substantially  the terms and  conditions,  on the closing  date and for the
     price set forth in the  Unsolicited  Offer or (iii)  such  other  terms and
     conditions as the Members by unanimous Consent may then otherwise agree. If
     Frontier  fails to close the  purchase  in  accordance  with the  preceding
     sentence, then all rights of Frontier under this Right of First Offer shall
     terminate,  and Frontier shall be liable to the LLC for liquidated  damages
     (and  not  as a  penalty),  in  the  amount  of $* if  Frontier's  purchase
     obligation  was pursuant to a Notice of Intent to Sell and $* if Frontier's
     purchase  obligation  was  pursuant to an  Unsolicited  Offer.  The parties
     hereto  acknowledge  that the  amount of the  actual  damages  the LLC will
     suffer as the result of the failure of  Frontier  to close the  purchase in
     accordance  with such  agreement  may be  difficult to  determine,  and the
     amounts set forth above are a reasonable approximation of the damages which
     the LLC shall suffer on account of such failure.


(c)  If Frontier  elects not to so purchase  Frontier Center One (or if Frontier
     fails to make an election  within the time limit stated,  time being of the
     essence),  the LLC may offer Frontier Center One for sale to third parties,
     free of the right of Frontier to acquire  Frontier  Center One  pursuant to
     this Right of First Offer for the price (or any higher price) and otherwise
     upon terms and  conditions  not less  favorable  than are  contained in the
     Notice of Intent to Sell or in the  Unsolicited  Offer, as the case may be,
     for a period  of * days  after the date  Frontier  elects  not to  purchase
     Frontier Center One (or fails to make such election)  pursuant to the Right
     of First  Offer,  and the LLC may accept  any bona fide  offer to  purchase
     Frontier Center One from any third party,  or accept the Unsolicited  Offer
     to  purchase  Frontier  Center  One  from the  third  party  that  made the
     Unsolicited  Offer, at a price equal to or greater than a price which is $*
     less than the price set forth in the Notice of Intent to Sell or at a price
     equal to or greater  than a price which is $* less than the price set forth
     in the Unsolicited Offer, as the case may be, provided any offer requires a
     closing  within  * days  after  its  acceptance  by the LLC  and  otherwise
     contains terms and  conditions not materially  more favorable to such third
     party than the terms and conditions  contained in the Notice to Sell or, in
     the case of an  Unsolicited  Offer,  the final terms and  conditions of the
     sale are not materially more favorable than as set forth in the Unsolicited
     Offer.  For purposes of this Section 9.6, a "third party" shall not include
     the  Manager,  any  Member  or  any of  their  respective  Affiliates,  and
     acceptance  of an  offer or an  Unsolicited  Offer  shall  be  conclusively
     evidenced  by a contract  of  purchase  and sale with  respect to  Frontier
     Center One signed by the LLC and the third party (or any  Affiliate  of the
     third party). A sale of Frontier Center One pursuant to this Section 9.6(c)
     may be consummated free of the right of Frontier to acquire Frontier Center
     One pursuant to this Right of First Offer so long as Closing  occurs within
     * days after acceptance of the offer or Unsolicited  Offer, as the case may
     be.


(d)  If the LLC has complied,  and the offer, or the  Unsolicited  Offer, as the
     case may be,  accepted by the LLC  complies,  with the  provisions  of this
     Section 9.6, within * days after the Manager's request  therefor,  Frontier
     shall  execute and deliver a statement,  in form and  substance  reasonably
     acceptable to the Manager,  to the LLC and to the third party acknowledging
     such  compliance.  Upon the closing of the sale of  Frontier  Center One to
     such third party pursuant to such offer or Unsolicited  Offer,  as the case
     may  be,  Frontier  shall  execute  and  deliver  to  the  LLC a  statement
     acknowledging  the  termination  of this Right of First Offer.  If the sale
     pursuant to such offer, or the Unsolicited  Offer, as the case may be, does
     not close within * days after acceptance by the LLC, the LLC shall not sell
     Frontier  Center  One to such third  party,  without  once  again  offering
     Frontier the  opportunity to purchase  Frontier  Center One pursuant to the
     provisions of this Section 9.6. If the LLC does not accept any offer within
     * days after the giving of the Notice of Intent to Sell,  the LLC shall not
     sell Frontier  Center One without giving Frontier a new Notice of Intent to
     Sell  (which  the LLC may  give  prior  to the  expiration  of such * - day
     period) and otherwise complying with the provisions of this Section 9.6.



(e)  Frontier  shall not Transfer the Right of First Offer to any person,  other
     than to a Permitted Transferee.



                                   ARTICLE X
                            DISSOLUTION; LIQUIDATION

10.1 Dissolution; Liquidation.



(a)  Members'  Covenant.  Each Member  hereby  agrees that it shall not take any
     action or omit to take any action with respect to its  existence,  business
     or  affairs  or  its  membership  in  the  LLC  that  would  result  in the
     dissolution of the LLC under the Act.

(b)  Dissolution.  The LLC shall be dissolved  and its affairs wound up upon the
     occurrence of any of the following events:


     (1)  the unanimous Consent of the Deciding Members;


     (2)  the  death,  dissolution,  withdrawal  or  expulsion  from  the LLC or
          Bankruptcy of any Deciding Member or the occurrence of any other event
          terminating  the  continued  membership  in the  LLC  of  any  Member;
          provided, however, that there shall be no dissolution pursuant to this
          Section 10.1(b)(2) if within * days after the occurrence of such event
          (i) there are at least two remaining Members and the remaining Members
          give their unanimous  Consent to continue the LLC, or (ii) there is at
          least one remaining Member and another person is admitted as a Member,
          and the remaining Member and that person give their unanimous  Consent
          to continue the LLC; or

     (3)  the sale of Frontier Center One or all or substantially all of the LLC
          Assets, with or without its goodwill.

(c)  Liquidation; Liquidator. Upon any dissolution of the LLC, the Manager shall
     act as liquidator  thereof  until  another  person (if any) is appointed as
     liquidator thereof on the unanimous Consent of the Members.  The liquidator
     shall  operate  the LLC and deal with LLC Assets  with all of the power and
     authority  of the Manager and the  Members,  wind up the affairs of the LLC
     and, as promptly as  practicable  after  dissolution  and again after final
     liquidation of the LLC, cause a proper accounting to be made of LLC Assets,
     liabilities  and  operations  as of the  end of the  month  in  which  such
     dissolution  or  final  liquidation  (as  the  case  may  be)  occurs.  The
     liquidator  may defer the sale of any LLC Assets for a  reasonable  time to
     achieve an orderly liquidation that minimizes losses to the Members, except
     to the extent  necessary to satisfy LLC liabilities to creditors other than
     Members. Not later than the end of the Fiscal Year in which liquidation (as
     defined in Treasury  Regulations Section  1.704-1(b)(2)(ii)(g))  of the LLC
     occurs,   the  Manager  shall,   subject  to  applicable  law,  make  final
     Distributions pursuant to Section 10.2. All reasonable expenses incurred by
     the liquidator in performing its duties  hereunder or under  applicable law
     shall be expenses of the LLC.


10.2 Final Payments and Distributions.

(a)  Application  Priorities.  Upon final liquidation of the LLC, the liquidator
     of the LLC shall apply the liquidation  proceeds in the following order and
     priority:


     (1)  first, to the payment of liquidation expenses;


     (2)  second, to creditors of the LLC,  excluding Members (but not excluding
          the Manager in its  capacity as such,  even if a Member),  but in each
          case only to the extent of any  recourse  liabilities  of the LLC then
          due and payable;

     (3)  third,  to the  establishment  of such reserves as the  liquidator may
          deem necessary for contingent liabilities of the LLC;


     (4)  fourth, to the Manager,  any unpaid amount of the Property  Management
          Fee;


     (5)  fifth,  to  creditors  of the LLC that are  Members or  Affiliates  of
          Members (including unpaid amounts of the Development Fee);


     (6)  sixth,  to the Owner  Member  the amount of the  Unpaid  Owner  Member
          Preferred  Return and to the Developer Member the amount of the Unpaid
          Developer Member Preferred Return pari passu;

     (7)  seventh,  to the Owner Member an amount equal to the Unreturned  Owner
          Member Preferred Equity and to the Developer Member an amount equal to
          the Unreturned Developer Member Preferred Equity, pari passu; and

     (8)  last,  to the  Members in  accordance  with their  respective  Sharing
          Ratios as of the date of the distribution.


(b)  Distributions in Kind.  Unless agreed by unanimous  Consent of the Members,
     the  liquidator of the LLC shall not  distribute  any LLC Assets in kind to
     the Members.


10.3  Filings.  Upon each of the  dissolution  and  liquidation  of the LLC, the
Manager  shall file in the Filing  Office such  statements as are required to be
filed  under  the  Act  upon  the   dissolution  and  liquidation  of  the  LLC,
respectively,  and shall  promptly  notify the Members of such  dissolution  and
liquidation, respectively, and the filing of such statements.



                                   ARTICLE XI
                               DEFAULT; REMEDIES

11.1 Events of Default.  The  occurrence  of the  following  with respect to the
Manager or a Member  (sometime,  the  "Defaulting  Party"  or, if a Member,  the
"Defaulting  Member") shall constitute an event of default  hereunder ("Event of
Default"):

(a)  The failure of the Manager or any Member to perform any obligation required
     of it  hereunder  or any other breach of this  Agreement  which  failure or
     breach continues for more than * days following notice from the Manager, if
     it is not the Defaulting  Party,  or from a Member that is not a Defaulting
     Party (a "Non-Defaulting Member") of such failure or breach; or

(b)  As to the Manager or any Member:  (i)  Bankruptcy;  (ii) the  insolvency of
     such person or the execution by such person of a general assignment for the
     benefit of  creditors;  (iii) the  convening by such person of a meeting of
     its creditors, or any class thereof, for purposes of effecting a moratorium
     upon or extension or composition of its debts; or the failure  generally of
     such person to pay its debts as they become due; (iv) the levy, attachment,
     execution  or other  seizure of all or  substantially  all of the assets of
     such  person or such  person's  LLC  Interest  where  such  seizure  is not
     discharged within * days thereafter; or (v) the admission by such person in
     writing  of its  inability  to pay its  debts as they  mature or that it is
     generally not paying its debts as they become due; or


(c)  As to any Member,  the occurrence of a Transfer with respect to such Member
     or any member of such Member other than a Permitted Transfer.

11.2 Remedies.  Upon the occurrence of an Event of Default, the LLC, the Manager
and the Member shall have the following remedies:


(a)  Remedies  Generally.  Upon the  occurrence  of any  Event of  Default,  the
     Manager (unless the Manager is the Defaulting Party) and any Non-Defaulting
     Member may pursue any remedy  permitted by this  Agreement or allowed under
     law or in  equity,  including  specific  performance  and  prohibitory  and
     mandatory equitable relief.

(b)  Indemnification.  Any Defaulting Party shall indemnify and hold the Manager
     (unless the Manager is the Defaulting Party) and any Non-Defaulting  Member
     harmless from any actions,  causes of action, loss, cost, claim or expense,
     including attorney's fees, arising out of the Event of Default.

(c)  Arbitration.  Every  controversy,  claim or dispute under this Agreement or
     between or among any of the  Manager  and the  Members  relating to the LLC
     ("Arbitrable  Dispute") shall be resolved by or referred to arbitration (an
     "Arbitration Proceeding"), before a single neutral arbitrator in accordance
     with the AAA Rules and the terms and  conditions  of this Section  11.2(c).
     Whenever the terms of this Section 11.2(c) and the AAA Rules conflict,  the
     terms and conditions of this Section 11.2(c) shall control.

     (1)  Location.  All Arbitration  Proceedings shall be held and conducted in
          Denver. The location for an Arbitration Proceeding within Denver shall
          be as mutually  agreed by the  Arbitration  Parties,  but failing such
          agreement  within * days after a written  request  by any  Arbitration
          Party,  the Arbitration  Proceeding shall be conducted in the regional
          office of the AAA in Denver.

     (2)  Rules and Selection of Arbitrator.  Each Arbitration  Proceeding shall
          be limited to the specific  Arbitrable  Dispute(s)  in  question.  The
          arbitrator  appointed  must be (i) a  former  or  retired  judge  of a
          Colorado  District Court or any higher court in the State of Colorado,
          or (ii) an attorney with at least fifteen (15) years  experience  with
          commercial real estate development and/or  construction joint ventures
          who  has  not  acted  in any  capacity  for the  Owner  Member  or the
          Developer Member or any of their respective Affiliates during the five
          (5) year period prior to  appointment.  If agreement is not reached by
          the  Arbitration  Parties on the  selection of the  arbitrator  within
          thirty (30) days after  commencement  of an Arbitration  Proceeding as
          evidenced by (i) submission by the initiating  Arbitration  Party of a
          matter to the AAA in accordance  with the AAA Rules and (ii) notice to
          the other Arbitration  Parties of the initiating  Arbitration  Party's
          intention to arbitrate, then such arbitrator shall be appointed by the
          chief judge of the Denver  District  Court. In no event shall a demand
          for  arbitration  be made with respect to an Arbitrable  Dispute after
          the date when institution of legal or equitable  proceedings  based on
          such Arbitrable  Dispute would be barred by any applicable  statute of
          limitations.

     (3)  Powers of Arbitrator. Subject to Section 11.2(d), the arbitrator shall
          have the power to grant all legal and equitable relief (both by way of
          interim  relief and as a part of its final award) as may be granted by
          any  court  of the  State  of  Colorado  to carry  out the  terms  and
          conditions of this Agreement  specifically  including  prohibitory and
          mandatory declaratory relief and damages. All awards and orders of the
          arbitrator  (including,  interim  relief)  shall be final and binding,
          subject  to  confirmation,  correction  or  vacation  pursuant  to the
          Uniform  Arbitration  Act of 1975 as then in  effect  in the  State of
          Colorado (the "Arbitration Act").

     (4)  Discovery and Rules of Evidence. All Arbitration  Proceedings shall be
          conducted  as  expeditiously  as  reasonably  possible in keeping with
          fairness  and  with a  minimum  of  legal  formalities.  The  rules of
          evidence  shall not apply to any  Arbitration  Proceeding,  except the
          rules   relating  to   attorney/client   privilege  and  work  product
          protection,  which shall be applicable in all Arbitration Proceedings,
          and  only  limited  discovery  shall  be  allowed  in  an  Arbitration
          Proceeding. Unless otherwise ordered by the arbitrator on a showing of
          substantial  need, each Arbitration  Party shall be limited to one (1)
          document  production  request and three (3) depositions.  In addition,
          the Arbitration Parties shall exchange the names, qualifications and a
          narrative  report stating the opinion and basis therefor of any expert
          who may be  called,  * days  prior  to the  start  of the  Arbitration
          Proceeding.

     (5)  Timing.  Unless  modified  by the  arbitrator  upon a showing  of good
          cause,  all Arbitration  Proceedings  shall proceed upon the following
          schedule:  (i)  within * days  after the  service of the notice of the
          request to arbitrate upon Arbitration Parties, the Arbitration Parties
          shall select the arbitrator; (ii) within * days after selection of the
          arbitrator,  the Arbitration  Parties shall conduct a  pre-arbitration
          conference at which a schedule of  pre-arbitration  discovery shall be
          set, all  pre-arbitration  motions  scheduled and any other  necessary
          pre-arbitration  matters decided;  (iii) all discovery  allowed by the
          arbitrator   shall  be   completed   within  *  days   following   the
          pre-arbitration  conference; (iv) all pre-arbitration motions shall be
          filed  and  briefed  so that  they may be  heard no later  than * days
          following the  discovery  cut-off date;  (v) the  arbitration  hearing
          shall be scheduled to commence no later than * days after the decision
          on all pre-arbitration  motions, but in any event no later than * days
          following  the  service  of  the  notice  of   arbitration   upon  the
          Arbitration  Parties;  and (vi) the arbitrator shall render his or her
          written  decision   (including  any  and  all  findings  of  fact  and
          conclusions  of law) within * days  following  the  submission  of the
          matter to the arbitrator for decision. The foregoing schedule reflects
          the  maximum  time  allowed,  and  nothing  herein  shall  prevent the
          arbitrator  from  ordering  any action to be taken sooner if he or she
          concludes that the same is warranted by the circumstances.

     (6)  Transcript.  All proceedings  involving the Arbitration  Parties in an
          Arbitration  Proceeding  shall be reported  by a  certified  shorthand
          court reporter and written  transcripts of such  proceedings  shall be
          prepared and made available to all of the Arbitration Parties.

     (7)  Costs. The prevailing  Arbitration  Party shall be awarded  reasonable
          attorneys' fees, expert and non-expert witness costs and expenses, and
          other costs and expenses  incurred in connection with the arbitration,
          unless  the  arbitrator,  for  good  cause,  determines  otherwise.  A
          post-arbitration  proceeding to determine  costs, if needed,  shall be
          held  within * days after  notice of the award.  Costs and fees of the
          arbitrator  (including  the cost of the record of  transcripts  of the
          arbitration) shall be borne by the  non-prevailing  Arbitration Party,
          unless the arbitrator for good cause determines  otherwise.  Costs and
          fees payable in advance shall be advanced  equally by the  Arbitration
          Parties, subject to ultimate payment by the non-prevailing Arbitration
          Party in accordance with the preceding sentence.

     (8)  Reconsideration.  Within * days after receipt of the written  decision
          of the arbitrator,  any Arbitration Party shall have the right to file
          with the arbitrator a motion to reconsider,  and the arbitrator  shall
          then  reconsider the issues raised by the motion,  may allow the other
          Arbitration  Parties  an  opportunity  to respond  thereto,  and shall
          either confirm or change its decision within * days after such filing.
          Such revised or confirmed  decision shall then be final and conclusive
          upon the  Arbitration  Parties.  The costs (other than the  attorneys'
          fees of the respective  parties) of a motion for  reconsideration  and
          related proceedings shall be borne by the moving Arbitration Party.


     (9)  Specific Enforcement. The terms and conditions of this Section 11.2(c)
          shall be specifically enforceable under applicable law in any court of
          competent jurisdiction.  The award rendered by the arbitrator shall be
          final, subject to confirmation, correction or vacation pursuant to the
          Arbitration  Act,  and  judgment  may be  entered in  accordance  with
          applicable law in any court having jurisdiction thereof.

     (10) Interest on Award.  Any monetary  award of the  arbitrator may include
          interest at the rate of * per annum,  which interest shall accrue from
          the date of the  written  decision of the  arbitrator  to the date the
          award is paid.

     (11) Extraordinary  Remedies.  No provision of this Section  11.2(c)  shall
          limit the right of the  Manager  or any Member to  exercise  self-help
          remedies or to obtain  provisional or ancillary  remedies from a court
          of competent jurisdiction before, after, or during the pendency of any
          Arbitration  Proceeding.  The  exercise of any such  remedy  shall not
          waive the right of the Manager or such Member to resort to arbitration
          in accordance with this Section 11.2(c).

(d)  Limitation on Damages.  Notwithstanding  anything in this  Agreement to the
     contrary,  none of the Owner Member, the Developer Member or Frontier shall
     be entitled to seek,  claim or collect  damages in excess of the actual and
     direct damages actually  incurred or sustained as a result of a breach of a
     representation or warranty  contained herein or as a result of any Event of
     Default or otherwise  under this  Agreement or in connection  with the LLC,
     whether in an Arbitration Proceeding or otherwise.  Accordingly,  the Owner
     Member,  the Developer Member and Frontier each hereby expressly waives any
     right  to  seek,  claim  or  collect  any  punitive,   indirect,   special,
     speculative or  consequential  damages in connection with, or related to, a
     breach of a representation or warranty under this Agreement or any Event of
     Default or otherwise arising under this Agreement or in connection with the
     LLC.  Nothing in this  Section  11.2(d)  shall be  construed  to affect the
     rights and obligations of any person under the Frontier Lease.




                                  ARTICLE XII
                                 MISCELLANEOUS

12.1  Press  Releases  and  Confidentiality.  None of the  Manager or any Member
shall,  or permit any of their  respective  Affiliates to, make any statement or
release to the media any  information  regarding this Agreement or the terms and
conditions  hereof  unless the content and timing of said  statement  or release
shall have been  approved by  unanimous  Consent of the  Deciding  Members.  The
Manager  and each  Member  shall,  and  shall  cause  each of  their  respective
Affiliates  to, at all times,  keep the terms and  conditions of this  Agreement
confidential,  except as provided in the first sentence of this Section 12.l and
except to the extent reasonably  necessary (i) to comply with applicable law and
regulations;  (ii) to enforce  and carry out its  obligations  set forth in this
Agreement;  (iii) in any  Proceeding  pertaining to the Project,  the LLC or any
rights  of the  parties  under  this  Agreement;  or (iv) to  obtain  legal  and
financial  advice from its attorneys,  accountants and financial  advisors.  Any
disclosure  which is  permitted by this  Section  12.l shall  indicate  that the
information is confidential and should be so treated by the third party.



12.2  Notices.  All notices,  Consents or other  instruments  or  communications
provided  for under  this  Agreement  shall be in  writing,  signed by the party
giving the same,  and shall be deemed to be properly  given and  received on the
earlier of (i) when actually  delivered and  received,  personally,  by mail, by
messenger  service,  by fax or telecopy  delivery or otherwise;  and (ii) on the
next  Business Day after  deposit for delivery by an overnight  courier  service
such as Federal Express. All such notices or other instruments or communications
shall be furnished with delivery or postage charges prepaid and addressed to the
party as follows or to such other  address as such party may designate by notice
to the other party given in accordance with this Section:


                  If to the Developer Member or the Manager:
                  Shea Frontier Center LLC
                  c/o Shea Properties
                  300 West Plaza Drive, Suite 300
                  Highlands Ranch, Colorado 80126
                  Attention: Chester T. Latcham

                  with a copy to:

                  Legal Department
                  Shea Homes
                  300 West Plaza Drive, Suite 100
                  Highlands Ranch, Colorado 80126

                  If to the Owner Member:

                  c/o L. C. Fulenwider, Inc.
                  1125 17th Street, Suite 2500
                  Denver, Colorado 80202
                  Attention:  L. C. Fulenwider, III

                  with a copy to:

                  Slivka Robinson Waters & O'Dorisio, P.C.
                  1099 18th Street, Suite 2600
                  Denver, Colorado  80202-1926
                  Attention:  John W. O'Dorisio, Jr.

                  If to Frontier:

                  Frontier Airlines, Inc.
                  12015 E. 46th Ave., #200
                  Denver, CO  80239-3116
                  Attention:  General Counsel

12.3 Waivers.  Any party may waive any of the terms and  conditions  hereof made
for its benefit, and such waiver shall be effective when in writing and executed
and delivered thereby to the other parties. No waiver of any right or obligation
in any one instance shall preclude the exercise of such right or the enforcement
of such  obligation  in all other  instances,  nor shall the  single or  partial
exercise of any right or  enforcement  of any  obligation  preclude any other or
further exercise of such right or the enforcement of such obligation.

12.4 Successors and Assigns; No Third-Party Beneficiaries.  This Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
successors  and permitted  assigns.  No person other than a party hereto and its
permitted  successors  and assigns may assert any right in connection  with this
Agreement.

12.5 Waiver of Action for Partition.  Each Member hereby  irrevocably waives any
right that it may have to maintain any action for partition  with respect to the
Land, the Project or any other LLC Asset.

12.6 Integration;  Incorporation;  Severability;  Modifications.  This Agreement
contains  the entire  agreement  between  the  parties as of the date hereof and
supersedes all prior representations,  warranties, agreements and understandings
except to the extent  expressly  preserved or  incorporated  herein.  All of the
exhibits,  schedules and appendices attached hereto are incorporated  herein. If
any provision  hereof or the application  thereof is held to be unenforceable in
any  jurisdiction,  the other provisions hereof shall be enforceable to the full
extent of the law of such jurisdiction.  Any  unenforceability  of any provision
hereof in any jurisdiction  shall not affect the  enforceability  thereof in any
other jurisdiction.  No provision hereof may be amended, modified,  supplemented
or waived except in accordance with a written instrument explicitly stating that
purpose and executed by the party  against which such  amendment,  modification,
supplement or waiver is being asserted.


12.7 Negotiated Provisions.  This Agreement shall not be construed more strictly
against  any  party  hereto  merely  by virtue of the fact that it may have been
prepared by counsel for one of the parties, it being recognized that the Manager
and the  Members  all  have  contributed  substantially  and  materially  to the
preparation of this Agreement.

12.8  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of Colorado.


12.9  Jurisdiction.  Each party (i) agrees that any  Proceeding  with respect to
this Agreement or any transaction  contemplated by this Agreement may be brought
only in the Denver,  Colorado  District Court or of the United States of America
for the District of Colorado,  sitting in Denver, (ii) accepts for itself and in
respect of its property,  generally and  unconditionally,  the  jurisdiction  of
those courts and (iii) irrevocably waives any objection, including any objection
to the laying of venue or based on the grounds of forum non conveniens, which it
may now or hereafter  have to the bringing of any legal action in those  courts;
provided,  however,  that any party may  assert  in an  Proceeding  in any other
jurisdiction or venue each mandatory defense, third-party claim or similar claim
that, if not so asserted in such Action,  may thereafter not be asserted by such
party in an original Proceeding in the courts referred to in clause (i) above.


12.10  Waiver of Jury Trial.  Each party  waives any right to a trial by jury in
any  Proceeding  to  enforce or defend any right  under  this  Agreement  or any
amendment,  instrument,  document or agreement delivered, or which in the future
may be  delivered,  in  connection  with  this  Agreement  and  agrees  that any
Proceeding (not including Arbitration  Proceedings with respect to which Section
11.2(c) shall apply) shall be tried before a court and not before a jury.

12.11  Costs  of Legal  Proceedings.  In the  event  that  any  party  hereunder
institutes legal proceedings (not including Arbitration Proceedings with respect
to which Section 11.2(c) shall apply) with respect to this Agreement or the LLC,
the  prevailing  party shall be  entitled  to recover,  in addition to any other
relief to which it is entitled,  its costs and expenses  incurred in  connection
with such legal proceedings, including reasonable attorney's fees.

12.12 Further Assurances.  The Manager and each Member covenants and agrees that
it will at any time and from time to time do, execute,  acknowledge and deliver,
or will cause to be done, executed, acknowledged and delivered, all such further
acts, documents and instruments as may reasonably be required by any other party
hereto  in order to carry  out and  effectuate  fully  the  transactions  herein
contemplated in accordance with this Agreement.

12.13 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be  effective  as an original,  but all of which  together  shall
constitute one and the same instrument.

                            (Signature page follows.)


<PAGE>


         IN  WITNESS  WHEREOF,  each of the  undersigned  has  caused  its  duly
authorized  representative  to execute and deliver this Agreement as of the date
first written above.

                                        DEVELOPER MEMBER:

                                        SHEA FRONTIER CENTER, LLC, a California
                                        limited liability company

                                        By:  J.F. Shea Co., Inc., a Nevada
                                        corporation, its manager


                                        By:
                                        Name:
                                        Title:


                                        By:
                                        Name:
                                        Title:


                                        OWNER MEMBER:

                                        7001 TOWER, LLC, a Colorado limited
                                        liability company

                                        By:  L.C. Fulenwider, Inc., a Colorado
                                        corporation, its manager


                                        By:
                                        Name:
                                        Title:


                                        FRONTIER:

                                        Frontier Airlines, INC., a Colorado
                                        corporation

                                        By:
                                        Name:
                                        Title:

The LLC hereby  consents  to and agrees to be bound by the  foregoing  Operating
Agreement of Frontier Center One LLC.

                                        FRONTIER CENTER ONE LLC,
                                        a Colorado limited liability company

                                        By:  Shea Frontier Center, LLC, a
                                        California limited liability company,
                                        its manager

                                        By:  J.F. Shea Co., Inc., a Nevada
                                        corporation, its manager


                                        By:
                                        Name:
                                        Title:


                                        By:
                                        Name:
                                        Title:



         The Manager  hereby  consents to,  agrees to be bound by,  covenants to
perform  the  duties of and makes the  representations  and  warranties  of, the
Manager under the foregoing Operating Agreement of Frontier Center LLC.

                                        Shea Frontier Center, LLC, a California
                                        limited liability company

                                        By:  J.F. Shea Co., Inc., a Nevada
                                        corporation, its manager


                                        By:
                                        Name:
                                        Title:


                                        By:
                                        Name:
                                        Title:




<PAGE>


                                    EXHIBIT A

                                       to

                               OPERATING AGREEMENT



Developer's Pre-Development Work Product - See attached page(s).


<PAGE>


                                    EXHIBIT B

                                       to

                               OPERATING AGREEMENT



Legal Description of Land

Lot 3, Block 1, DENVER INTERNATIONAL  BUSINESS CENTER FILING NO. 8, according to
the recorded plat thereof, City and County of Denver, State of Colorado.

<PAGE>


                                    EXHIBIT C

                                       to

                               OPERATING AGREEMENT




Owner's Pre-Development Work Product - See attached page(s).


<PAGE>


                                    EXHIBIT D

                                       to

                               OPERATING AGREEMENT


Initial Project Development Plan - See attached page(s).