EXHIBIT 10.4

                              AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                               RSVP HOLDINGS, LLC


         This Amended and Restated Limited Liability Company Agreement of RSVP
HOLDINGS, LLC, a Delaware limited liability company (the "Company"), is made as
of April 29, 2003, among the Company, RSI FUND MANAGEMENT LLC, a Delaware
limited liability company ("RSI Management"), as the Class A Member, as a Class
B member and as the Managing Member, NEW WORLD REALTY, LLC, a Delaware limited
liability company ("NW"), as a Class B Member, and RSVP MANAGEMENT PARTNERS,
LLC, a Delaware limited liability company ("Management Partners"), as a Class B
Member, and any other Persons (as defined below) who become members of the
Company from time to time in accordance with the provisions hereof
(collectively, the "Members"). Certain capitalized terms used in this Agreement
are defined in Schedule A.

         WHEREAS, as of the Effective Date, RSI Management shall be the sole
Class A Member and the sole Managing Member and each of RSI Management and
Management Partners shall become and NW shall remain a Class B Member;

         WHEREAS, the Company was formed under the Delaware Limited Liability
Company Act, 6 Del. C. Section 18-101, et seq., as amended from time to time
(the "Delaware Act"), by causing to be filed a Certificate of Formation of the
Company with the Office of the Secretary of State of the State of Delaware on
February 17, 1998;

         WHEREAS, the Members entered into a written agreement (the "Original
Agreement"), in accordance with Section 18-201(d) of the Delaware Act, as to the
affairs of the Company and the conduct of its business dated as of February 26,
1998, Management Partners has a subordinated financial interest in the Company,
and such parties desire to amend and restate such agreement; and

         NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members hereby amend and
restate the Original Agreement in its entirety as follows:


<PAGE>

                                   ARTICLE I

                               GENERAL PROVISIONS


         Section 1.01 Effectiveness. The effectiveness of the terms and
provisions of this Agreement and each of the other Related Documents is subject
to (i) the execution and delivery of this Agreement and each of the other
Related Documents by each of the parties thereto, and (ii) the Effective Date
occurring on or prior to August 15, 2003, subject to extension or re-extension
by RSI Management of the Effective Date, in its sole discretion, until not later
than October 14, 2003 and provided that such date may be further extended by the
mutual agreement of RSI Management and NW in their respective sole discretion
(such date, as may be so extended, the "Termination Date"). If the Effective
Date does not occur on or prior to the Termination Date, then this Agreement and
each of the other Related Documents shall be terminated and this Agreement and
each of the other Related Documents shall be null and void ab initio, without
prejudice to the rights of any of the parties to this Agreement.

         Section 1.02 Company Name. The name of the Company is "RSVP Holdings,
LLC."

         Section 1.03 Registered Office, Registered Agent. The Company shall
maintain a registered office in the State of Delaware. The name and address of
the Company's current registered agent in the State of Delaware is The
Prentice-Hall Corporation System, Inc., 1013 Centre Road, Wilmington, Delaware
19805-1297.

         Section 1.04 Nature of Business; Permitted Powers. The purposes of the
Company are (i) to act as the sole member of RSVP pursuant to the amended and
restated limited liability company agreement of RSVP, which amended and restated
limited liability company agreement is effective as of the Effective Date, and
to direct RSVP's actions as the controlling member of RAP, and (ii) in
connection with clause (i) above, to directly and indirectly acquire, own, hold,
monitor, vote, sell, exchange, dispose of and exercise all rights and remedies
with respect to all of the assets and liabilities of the Company, RSVP, RAP and
their respective subsidiaries. In addition, subject to the provisions of Section
3.02(b), the Company may conduct such other business and take such other actions
as may be attendant to said purposes or otherwise approved by the Members and
which shall be a lawful act or activity for which limited liability companies
may be formed under the Delaware Act.

         Section 1.05 Fiscal Year. Unless and until otherwise determined by the
Managing Member, the fiscal year of the Company for federal income tax purposes
shall, except as otherwise required in accordance with the Code, end on December
31 of each year (each, a "Fiscal Year").

         Section 1.06 Term. The term of the Company (the "Term") shall continue
until all of the assets of the Company, RSVP and RAP have been sold and the
proceeds from such sales have been distributed and all obligations under the
Management Agreement to the Asset Manager (as defined therein) have been paid,
unless the Company is earlier dissolved in accordance with the provisions of
Article VIII of this Agreement.


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         Section 1.07  Limitation on Member Liability.

                 (a) Except as otherwise expressly required by law, the debts,
obligations and liabilities of the Company, which arose or occurred on, prior to
or after the Effective Date whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities, of the Company, and no
Member or Managing Member shall be obligated personally for any such debt,
obligation or liability of the Company by reason of being a Member or Managing
Member.

                 (b) Except as otherwise expressly required by law, a Member,
including the Managing Member, in its capacity as a Member or Managing Member,
shall have no liability which arose or occurred on, prior to or after the
Effective Date, to any Person hereunder in excess of (i) its obligation to
contribute capital as expressly provided for in this Agreement and (ii) the
amount of any distributions made to it, as provided in Section 18-607 of the
Delaware Act.

         Section 1.08 Indemnification. (i) To the fullest extent permitted by
applicable law, any Covered Person shall be indemnified and held harmless by the
Company for and from any and all Damages sustained or incurred by such Covered
Person by reason of any act performed or omitted whether such act or omission
arose or occurred on, prior to or after the Effective Date by such Covered
Person as to which such Covered Person is not liable as provided below in
Section 1.09; provided, however, that any indemnity under this Section 1.08
shall be provided out of and to the extent of the assets of the Company, RSVP,
RAP and their respective subsidiaries only, and no Member shall have any
personal liability on account thereof. The right of indemnification pursuant to
this Section 1.08 shall include the right to be paid, in advance or within 15
Business Days of presentation of reasonable supporting documentation, by the
Company for the reasonable expenses incurred by a Covered Person who was, is, or
is threatened to be made a named defendant or respondent in an action, suit,
arbitration, administrative hearing or other proceeding provided that the
Covered Person shall have given a written undertaking to reimburse the Company
in the event it is subsequently determined by a court of competent jurisdiction
from which no further appeal may be taken or as to which the time for appeal has
lapsed, that he, she or it is not entitled to such indemnification. For the
avoidance of doubt, all acts by any prior managing member of the Company shall
be entitled to the benefits of the indemnity set forth in this Section 1.08.

                 (ii) In order for a party to be entitled to indemnification
         pursuant to this Agreement, the Covered Person shall notify the Company
         in writing of any claim to which it is entitled to indemnification
         within thirty (30) days of the date such party receives written notice
         or otherwise becomes aware of the claim, describing in reasonable
         detail such claim; provided, however, that the failure of a Covered
         Person to notify the Company of the claim shall not relieve the Company
         of its obligations under this Agreement except to the extent the
         Company shall have been actually prejudiced as a result of such
         failure; and provided further, that the Company shall not be liable for
         any expenses incurred during the period in which the Covered Person
         failed to give such notice. The Covered Person shall deliver to the
         Company copies of all notices and documents (including court papers)
         received by the Covered Person relating to the claim along with the
         notice referred to above. If the Company does not object in writing to


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         the availability of the indemnity under this Agreement within thirty
         (30) days after receiving such notice, then the claim set forth in the
         notice by such party shall be considered a valid claim under this
         Agreement (a "Valid Claim"), and such Valid Claim shall be payable in
         accordance with this Agreement. In the event the Company objects to the
         availability of the indemnity under this Agreement, then the Covered
         Person shall be entitled to be paid for the reasonable expenses
         incurred by the Covered Person in defense of such claim in the manner
         and to the extent provided in Section 1.08(i) above.

                 (iii) If any Valid Claim arises out of or involves a claim or
         demand made by any person that is not a party to this Agreement or the
         Covered Person seeking indemnification (a "Third Party Claim"), then
         the Company shall be entitled to participate in, and direct and/or
         assume the defense of such action on behalf of such Covered Person,
         with counsel selected by the Company; provided, that such counsel is
         not reasonably objected to by the Covered Person. Should the Company so
         elect to assume the defense of a Third Party Claim, the Company shall
         not be liable to the Covered Person for legal expenses subsequently
         incurred by the Covered Person in connection with the defense thereof.
         If the Company assumes such defense, the Covered Person shall have the
         right to participate in the defense thereof and to employ counsel, at
         its own expense, separate from the counsel employed by the Company, it
         being understood that the Company shall control such defense.
         Notwithstanding the foregoing, the Company shall be liable for the fees
         and expenses of counsel employed by the Covered Person for any period
         during which the Company has failed to assume the defense thereof
         (other than during the period prior to the time the Covered Person
         shall have given notice of the Third Party Claim as provided above) or
         if a conflict of interest would exist if one counsel represented both
         the Company and the Covered Person, in connection with such Third Party
         Claim, then the Covered Person may employ separate counsel at the
         expense of the Company, provided that such counsel is not reasonably
         objected to by the Company, it being understood that the Company will
         not object to the use of Paul, Hastings, Janofsky & Walker, LLP ("Paul
         Hastings") unless Paul Hastings has a conflict of interest.

                 (iv) If the Company so elects to assume the defense of any
         Third Party Claim, the Covered Person shall cooperate with the Company
         in the defense or prosecution thereof. Such cooperation shall include
         the retention and (upon the Company's request) the provision to the
         Company of records and information which are reasonably relevant to
         such Third Party Claim, and making employees available on a mutually
         convenient basis to provide additional information and explanation of
         any material provided hereunder. Whether or not the Company shall have
         assumed the defense of a Third Party Claim, the Covered Person shall
         not admit any liability or make any other admission or stipulation with
         respect to, or settle, compromise or discharge, such Third Party Claim
         without the Company's prior written consent (which consent shall not be
         unreasonably withheld, delayed or conditioned). If the Company shall
         have assumed the defense of a Third Party Claim, the Covered Person
         shall agree to any settlement, compromise or discharge of a Third Party
         Claim which the Company may recommend and which by its terms fully
         releases the Company and the Covered Person (without cost or
         obligation) completely in connection with such Third Party Claim.


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         Section 1.09  Exculpation.

                 (a) No Covered Person shall be liable to the Company or any
         Member for any Damages incurred by reason of any act performed or
         omitted by such Covered Person in connection with the organization,
         management and/or operation of the Company or any of its subsidiaries,
         whether such act or omission arose or occurred on, prior to or after
         the Effective Date unless it is finally adjudicated (i.e., no further
         appeal may be taken or as to which the time for appeal has lapsed) that
         such act or omission was performed or omitted in bad faith and not in
         good faith reliance on the advice of the Company's legal, accounting or
         other professional advisors, or constituted willful misconduct or gross
         negligence. The termination of any suit, action or proceeding by
         judgment, order, settlement, or upon a plea of nolo contendere or its
         equivalent, shall not itself create a presumption that a party's acts
         were committed as a result of bad faith or willful misconduct.

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

         Section 1.10 Limitations on Fiduciary Duties. No Member (including the
Managing Member) shall be subject to any fiduciary or similar duty as a Member
(or Managing Member) to another Member (or the Managing Member) or to the
Company. In exercising its right to propose, oppose, or vote in favor of or
against any transaction or decision, each Member (including the Managing
Member): (i) shall be entitled to act solely in such Member's own best
interests, without regard to the interests of the Company or its Members, and
(ii) shall not be subject to any fiduciary or similar duty to the Company or any
Member (or the Managing Member).

         Section 1.11  [Intentionally Omitted].

         Section 1.12 Permitted Activities of NW. NW shall cause each of SBL and
SHS to spend a sufficient amount of business time on the performance of the
duties of the Asset Manager under the Management Agreement as is commercially
reasonable. It is acknowledged that, subject to the foregoing and the terms and
conditions of the Management Agreement, each of NW, SBL and SHS are permitted to
pursue other investment, management and business activities; provided, however,
for the period commencing after the Effective Date and until the termination of
the Management Agreement, NW shall not, and shall not permit SBL or SHS nor any
of their respective Controlled Affiliates to invest, manage or conduct business
activities with any of RSVP's Platform partners or any of their respective
Controlled Affiliates from and after the Effective Date without the written
prior consent of the Managing Member (which consent may be exercised in the sole
discretion of the Managing Member) provided, further, that any of Asset Manager,
SBL, SHS or their respective Controlled Affiliates may invest or manage or
otherwise engage in business activities with (i) any third Person with whom they


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have executed a binding agreement for the purpose of engaging in a commercial
transaction from and after the Effective Date and prior to the time that such
Person has become a Platform partner or a Controlled Affiliate of or with such
Platform partner; and/or (ii) any Person which a Controlled Affiliate of or with
a Platform partner has invested in, if such Person is not controlled by the
Controlled Affiliate. For purposes of this Section 1.12, "Controlled Affiliate"
shall mean with respect to a Person, another Person that directly or indirectly
controls, is controlled by or is under common control with such specified
Person; and "Control" shall mean the possession, directly or indirectly, of the
power to affirmatively direct or cause the direction of the affairs or
management of any specified Person, whether through the ownership of voting
securities, by contract or otherwise, including, without limitation, the
ownership, directly or indirectly, of equity interests having power to elect a
majority of the board of directors or similar body governing the affairs of such
specified Person.

         Section 1.13 Directors' and Officers' Insurance. At such time as the
remaining RSVP and RAP assets have a Minimum Price of less than fifty million
dollars ($50,000,000) in the aggregate, the Managing Member shall cause the
Company to acquire, to the extent available on a commercially reasonable basis,
tail insurance in scope and term reasonably acceptable to both NW and Managing
Member which names NW, SBL, SHS, Scott Rechler, Michael Maturo and each employee
of RSVP prior to the Effective Date as a "named insured" (and such other parties
as Managing Member shall determine) during the period of such tail insurance for
claims made in connection with this Agreement or any of the Related Documents
arising out of or in connection with any claims that may be asserted against
such named insured in connection with the activities of the Company on or prior
to the Effective Date. In the event that NW and the Managing Member are unable
to mutually agree on the scope and terms of the tail insurance within two (2)
weeks of either party requesting the other party in writing to meet in order to
agree upon a tail insurance policy, then the Company shall be obligated to
reserve at least $2,500,000 as collateral to fund any and all indemnity claims
arising out of or pursuant to this Agreement. The Company shall be obligated to
maintain such indemnity reserve for a period of twelve (12) months or until such
earlier time as the Company has acquired a mutually acceptable tail insurance
policy.


                                   ARTICLE II

                  CLASSES OF INTERESTS AND ADMISSION OF MEMBERS


         Section 2.01 Classes. The Interests of the Company shall be divided
into two classes: Class A Units and Class B Units, each having the relative
rights, powers and duties set forth in this Agreement.

         Section 2.02 Authorized Units. There will not be any maximum number of
Class A Units or Class B Units that the Company is authorized to issue. Subject
to Section 3.02(b), the Company may: (i) issue additional Class A Units having
rights, preferences and privileges identical to the existing Class A Units, and
(ii) subject to the provisions of Section 3.02(b), issue additional Class B
Units having rights, preferences and privileges identical to the existing Class
B Units.


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<PAGE>

         Section 2.03 Members. The name of, mailing address of and number of
Units issued to each Member as of the Effective Date is listed on Schedule B
attached hereto.

         Section 2.04 Schedule B. The Managing Member in good faith shall update
Schedule B from time to time as necessary in accordance with this Agreement to
reflect accurately the information therein and shall send each Member prompt
written notice of each such update to Schedule B. Any amendment or revision to
Schedule B made in accordance with this Agreement shall not be deemed an
amendment to this Agreement for purposes of Section 10.01 hereof. Any reference
in this Agreement to Schedule B shall be deemed to be a reference to Schedule B
as amended and in effect from time to time.

         Section 2.05  Transferability of Interests.

                 (a) Subject to the provisions of Section 2.05(b), any Interest
may be sold, transferred, assigned, pledged, hypothecated, conveyed or otherwise
disposed of (each, a "Transfer"), in whole or in part, directly or indirectly,
to any Person by any Member. Any transferee or assignee of any Interests that is
not a Member shall be admitted into the Company as a Member upon the execution
and delivery of a Joinder Agreement pursuant to which the Person agrees to be
bound in writing by all of the terms and conditions of this Agreement in the
form attached hereto as Schedule C (a "Joinder Agreement") provided such
Transfer is otherwise consistent with the provisions of Section 7.04.

                 (b) Notwithstanding the provisions of Section 2.05(a), NW shall
not, directly or indirectly, Transfer all or any of its Class B Units during the
term of the Management Agreement, provided that NW may effect a pledge of its
beneficial interests in its Units for the purposes of financing its Units (or in
connection with other commercial financings) so long as under no circumstances
shall any such pledge of beneficial interest include any right to exercise any
direct or indirect Control of NW or any of its Units.

                 (c) During the term of the Management Agreement, an NW Change
of Control is prohibited.

                 (d) Any Transfer by any Member or purported Member or the
occurrence of an NW Change of Control in violation of this Agreement shall be
null and void ab initio.


                                  ARTICLE III

                    VOTING; MANAGEMENT; RIGHT OF FIRST OFFER


         Section 3.01 Class A Member Voting Rights. Class A Members holding
Class A Units shall be entitled to one vote for each such Class A Unit upon all
matters upon which any Member has the right to vote under this Agreement and
applicable law, including without limitation, the election or appointment of the
Managing Member of the Company (the "Managing Member"). The Managing Member as
of the Effective Date shall be RSI Management.


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        Section 3.02  Class B Member Voting Rights.

                (a) Except as provided in Section 3.02 (b) or as otherwise
provided in this Agreement, Class B Members holding Class B Units shall not have
any right to approve any transaction, event or decision by the Company or
participate in the management of the Company.

                 (b) The following actions (to the extent prohibited or
conditioned on the prior consent of NW in this Section 3.02(b)) shall require
the NW Consent (as defined below) and the prior written consent of RSI
Management and its successors and assigns. Except where NW's sole discretion is
specifically set forth below, to the extent that NW and its permitted successors
and assigns, in its capacity as a Class B Member, without regard to any other
Class B Member, determines in its reasonable judgment that any of the actions
(to the extent prohibited or conditioned on the prior consent of NW in this
Section 3.02(b)) set forth below to be taken by the Company, RSVP or RAP, as the
case may be: (i) would have an NW Adverse Effect, then the prior written consent
of NW and its permitted successors and assigns (the "NW Consent") shall be
required, in NW's and its permitted successors' and assigns' sole discretion, in
order for the Company, RSVP or RAP, as the case may be, to take any such
actions; or (ii) would not have an NW Adverse Effect, then the NW Consent shall
be required in order for the Company, RSVP or RAP, as the case may be, to take
any such actions, which NW Consent shall not be unreasonably conditioned,
delayed or withheld. For purposes of this Section 3.02(b), the parties agree
that the "reasonableness" of NW and its permitted successors and assigns shall
be measured solely by NW and its permitted successors and assigns, without
regard to the benefits and detriments of the proposed action on the Company,
RSVP or RAP or any other Person, or any other standard.

                    (i) Any amendment, modification, restatement, alteration or
         repeal (each, an "Amendment") of any provision of this Agreement, the
         Certificate of Formation or other organizational documents of the
         Company, RSVP or RAP, if such Amendment, as determined in the Managing
         Member's reasonable judgment would have an NW Adverse Effect;

                    (ii) [Intentionally Omitted];

                    (iii) Any adoption of a plan of liquidation or dissolution
         by the Company, RSVP or RAP prior to the expiration of the Term. With
         respect to this subsection, the NW Consent shall be in NW's sole
         discretion;

                    (iv) Until such time as the Preference Amount has been paid
         in full, authorizing or otherwise permitting the Company, RSVP or RAP
         to finance, refinance, or encumber, directly or indirectly, any equity
         or debt interest in any Platform or its assets through the issuance of
         debt or equity, the proceeds of which are to be distributed to the
         Class A Member, in whole or in part, or otherwise used to repurchase,
         redeem or acquire any Class A Units. With respect to this subsection,
         the NW Consent shall be in NW's sole discretion. None of the foregoing
         shall prohibit any of the capital contributions permitted by Section
         4.04 hereof;


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                    (v) The authorization, creation, reclassification,
         modification or issuance of any Interests or other securities of the
         Company, RSVP or RAP or any of their respective subsidiaries, or
         securities or other interests convertible into or exchangeable into or
         exercisable for Interests or other securities of the Company, RSVP or
         RAP or any of their respective subsidiaries. For the avoidance of
         doubt, upon the issuance of any additional Class B Units, NW and
         Management Partners shall receive 27.77% and 5.56%, respectively, of
         such issuance, without consideration (to the extent having been
         approved by NW);

                    (vi) The purchase, redemption, retirement or other
         acquisition for value of any Interests or other securities of the
         Company, RSVP or RAP now or hereafter outstanding;

                    (vii) Any change in the principal nature of the business of
         the Company (i.e., its ownership of the equity or debt interests in
         RSVP, RAP and their respective Platforms), each as in effect on the
         date hereof. With respect to this subsection, the NW Consent shall be
         in NW's sole discretion;

                    (viii) Prior to the termination of the Management Agreement,
         the incurrence of any cost by the Company, RSVP or RAP in connection
         with the hiring of any officer or employee of the Company, RSVP or RAP.
         After the termination of the Management Agreement, the Company, RSVP
         and/or RAP may incur costs in connection with the hiring of any officer
         or employee by the Company, RSVP or RAP; provided that the incurrence
         of such costs are on commercially reasonable terms. With respect to the
         first sentence of this subsection, the NW Consent shall be in NW's sole
         discretion;

                    (ix) Making any distributions of assets (other than cash) or
         equity interests;

                    (x) Entering into any Sale Transaction with any Affiliates
         of the Class A Member, the Company, RSVP or RAP (other than one that is
         a wholly-owned subsidiary of the Company). With respect to any
         arrangement or contract (other than a Sale Transaction) with any
         Affiliates of the Class A Member or the Company, including without
         limitation, making allocations of costs to RSVP, RAP or their
         respective Platforms, to the extent such contract or arrangement is not
         on arm's length terms or such transaction relates to a change in the
         Service Fee, such transaction shall require NW Consent in NW's sole
         discretion, and if such contract or arrangement is on arm's length
         terms, such transaction shall require NW Consent which shall not be
         unreasonably withheld, conditioned or delayed. It is expressly
         acknowledged and agreed that nothing contained in this Section
         3.02(b)(x) shall create any NW Consent right relating to any transfer
         of any direct interest held by RSI Management in the Company or any
         direct interest held by ROP in RAP. None of the foregoing shall
         prohibit any of the capital contributions permitted by Section 4.04
         hereof;


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                    (xi) Filing of any petition in bankruptcy, receivership or
         insolvency proceedings, entering into an assignment agreement for the
         benefit of creditors or applying for or consenting to the appointment
         of, or the taking of possession by, a receiver, custodian, trustee or
         liquidator of the Company or of all or substantially all of its assets.
         With respect to this subsection, the NW Consent shall be in NW's sole
         discretion;

                    (xii) Ceasing the activities of the Company, RSVP or RAP and
         canceling their respective certificates of formation or other
         organizational documents other than upon a dissolution of the Company,
         RSVP or RAP permitted under Article VIII;

                    (xiii) The Class A Member and ROP contributing New Money in
         excess of an aggregate amount of $15,000,000 (the "New Money Threshold
         Amount"); and

                    (xiv) The execution of a binding contract which by its terms
         requires the violation of this Section 3.02(b).

         Section 3.03 Managing Member. Subject to the terms and conditions of
this Agreement, including without limitation, Section 3.02(b), the Managing
Member shall have all right and power to direct the business and affairs of the
Company.

         Section 3.04 Reliance by Third Parties. Persons dealing with the
Company are entitled to rely conclusively upon the power and authority of the
Managing Member herein set forth.

         Section 3.05  Sale of Platforms or their Assets.

                 (a) Subject to the provisions of Sections 3.02(b), 3.06 and
3.07, the Company shall have the right to effect any sale, assignment, transfer
or other disposition of any or all of the assets (including any debt) owned,
directly or indirectly, by the Company, RSVP, RAP or any Platform or any direct
or indirect equity interest (except any Interest held directly by NW or
Management Partners) in RSVP, RAP or any Platform (including by any merger,
restructuring, recapitalization, refinancing or similar transaction), including
without limitation any Sale Transaction. Notwithstanding anything herein to the
contrary, if however such a transaction is a Sale Transaction and is proposed at
an amount, in whole or in part, at less than the applicable Minimum Price, then
NW shall have the ROFO set forth in Section 3.06 below.

                 (b) The "Minimum Price" shall mean, with respect to each
Platform, or part thereof solely in the cases of Student Housing and
Catskills/Resorts, the dollar amount set forth below next to such Platform, or
part thereof solely in the cases of Student Housing and Catskills/Resorts, which
represents the dollar amount of proceeds to be received by RSVP and/or RAP from
a Sale Transaction for a particular Platform for their direct and indirect
equity interests in such Platform

                 Platform                         Aggregate Minimum Price
                 --------                         -----------------------

                 Student Housing                      $75,000,000.00
                    o RSVP interest -                    o $15 million
                    o RAP interest -                     o $60 million

                 Assisted Living                      $ 4,000,000.00


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                 Platform                         Aggregate Minimum Price
                 --------                         -----------------------


                 Catskills/Resorts                     $50,000,000.00
                    o Concord interest -                 o $40 million
                    o Grossingers interest -             o $10 million

                 Wilton Partners
                    if Wilton owns approximately 64%
                    of Tollway                         $25,000,000.00
                    if Wilton owns approximately 100%
                    of Tollway                         $35,000,000.00

                 Medical Office                        $14,000,000.00

                 Dominion Venture Group note           $10,000,000.00


         Section 3.06 Right of First Offer. Subject to the provisions of Section
3.07, if the Company proposes a Sale Transaction for a price below the
applicable Minimum Price, NW or the ROFO Designee shall have the right (the
"ROFO"), but not the obligation, to purchase (a) all the equity or debt
interests of any Platform which is proposed to be sold in such Sale Transaction;
or (b) all of the assets of any Platform which is proposed to be sold in such
Sale Transaction.

         Section 3.07  Procedures for the ROFO.

                 (a) The Managing Member shall provide written notice (the
"Sellers Notice") to NW that a Sale Transaction is desired by the Company, RSVP
and/or RAP. The notice shall specify in reasonable detail the equity and/or the
asset(s) offered to be sold, the price and other material terms of such Sale
Transaction (the "Material Sale Terms"). To the extent the Sale Transaction is
below the applicable Minimum Price, the Sellers Notice shall also contain an
irrevocable offer to sell such equity or debt interests or assets to NW on the
Material Sale Terms pursuant to the terms of the ROFO.

                 (b) NW or the ROFO Designee shall have 10 days (if the tenth
day is not a Business Day, then the next following Business Day) after receipt
of the Sellers Notice to respond to the Sellers Notice if it intends to exercise
the ROFO (the "Notice of Intent"), in which case NW or the ROFO Designee shall
have 30 days (if the thirtieth day is not a Business Day, then the next
following Business Day) after receipt of the Sellers Notice to tender a deposit
(the "Good Faith Deposit") equal to 4% of the portion of the price allocable to
RSVP's or RAP's direct or indirect equity interests in the Platform to be sold
to the Escrow Agent to be held under the Escrow Agreement, which shall confirm
NW's or the ROFO designee's acceptance of the offer to purchase the specified
equity or debt interests of a Platform or assets of a Platform. If NW or the
ROFO Designee issues a Notice of Intent within such 10-day period but fails to


                                      -11-
<PAGE>

tender the deposit to the Escrow Agent to be held under the Escrow Agreement, by
the end of such 30-day period, it shall lose its right to any further ROFO
relating to that particular Platform regardless of the form of any subsequent
Sale Transaction. The Managing Member shall no longer be obligated to provide NW
with a Sellers Notice of any subsequent Sale Transactions regarding the Platform
referenced in the immediately preceding sentence. If NW or the ROFO Designee
does not issue a Notice of Intent within such 10-day period, it shall have been
deemed to have rejected its ROFO with respect to such Sale Transaction. If the
Sellers Notice specifies consideration other than cash is to be paid, in whole
or in part, for the equity or debt interests or assets of any Platform which is
proposed to be sold in whole or in part, then NW or the ROFO Designee shall have
the right, in its sole discretion, but not the obligation, to the extent it
chooses to purchase the equity or debt interests or assets of such Platform, to
tender cash equal to the fair market value of the non-cash consideration
offered.

                 (c) In the event that NW or the ROFO Designee accepts its ROFO
with respect to a Sale Transaction, then NW or its designee will have 60 days
(if the sixtieth day is not a Business Day, then the next following Business
Day) after making the Good Faith Deposit to close on such purchase. At the
closing: (i) such assets shall be delivered free and clear of all material
encumbrances (i.e., those encumbrances with respect to assets for which a title
insurer would not provide title insurance at standard rates) other than those
set forth under any operating agreement or comparable organizational documents
of such Platform or those described in the Material Sale Terms, or (ii) such
equity interests shall be delivered free and clear of all Equity Encumbrances
other than those set forth under any operating agreement or comparable
organizational document or other agreement governing the right of such equity
interests among equity holders and/or the issuer of such equity or described in
the Material Sale Terms. If NW or the ROFO Designee does not close a Sale
Transaction pursuant to a ROFO because of (x) the direct act or omission of the
Company, RSVP or RAP or their respective Affiliates, which occurs on or after
the date of delivery of the Notice of Intent, or (y) a MAC (each of the events
described in clauses (x) and (y) being herein referred to as an "Excused
Condition"), then the Good Faith Deposit will be returned and the ROFO for such
Sale Transaction and the ROFO for any future Sale Transaction relating to any
Platform shall continue. If NW or the ROFO Designee does not close a Sale
Transaction pursuant to a ROFO after making the Good Faith Deposit for any
reason other than due to an Excused Condition, then the Good Faith Deposit will
be forfeited and the ROFO for such Sale Transaction and the ROFO for any future
Sale Transaction relating to any Platform shall immediately be terminated
without any further action by any party to this Agreement. The amount of the
Good Faith Deposit forfeited shall be liquidated damages and NW and the ROFO
Designee shall not be liable for damages for any other amount. Upon any such
failure to close the ROFO after making the Good Faith Deposit other than because
of an Excused Condition, the Managing Member shall no longer be obligated to
provide NW with a Sellers Notice of any subsequent Sale Transaction relating to
any Platform. The parties agree that the failure to perform, in any respect,
under the ROFO shall not be grounds for the termination of the Asset Manager
under the Management Agreement.

                 (d) Subject to the first sentence of Section 3.02(b)(x), in the
event that NW or the ROFO Designee does not issue a Notice of Intent as
described in Section 3.07(b) hereof, RSVP or RAP shall have the right to effect
the Sale Transaction to any Person; provided that such sale is consummated on
the specified terms (in the Seller's Notice) in all material respects, and for a
price of not less than 95% of the price at which equity interests were offered
to NW or, if the sale is for the underlying assets, 92.5% of the levered equity


                                      -12-
<PAGE>

value based on the price at which such assets (net of underlying indebtedness)
were offered to NW or its designee (a "Qualified Sale"). If a Qualified Sale
does not close within 6 months from the date on which NW or the ROFO Designee is
deemed not to have accepted the offer, then any subsequent Sale Transaction
proposed by the Company at a price that is less than the applicable Minimum
Price shall be subject to the ROFO. A hypothetical example that illustrates the
proper allocation and calculation under the provisions of this Section 3.07(d)
is attached as Exhibit 3.07(d).

                 (e) If a Sale Transaction is proposed in good faith by the
Company at an amount greater than the Minimum Price but RSVP or RAP, or their
representative, receives and they intend to entertain offers below the Minimum
Price, then NW or the ROFO Designee shall have the ROFO for such Sale
Transaction. NW or the ROFO Designee shall have 15 days (if the fifteenth day is
not a Business Day, then the next following Business Day) after notice of such
offer in order to issue a Notice of Intent and to tender the Good Faith Deposit
in order to accept the offer to purchase. If such Sale Transaction does not
close within 6 months from the date on which NW or the ROFO Designee is deemed
not to have accepted the offer, then any subsequent Sale Transaction proposed by
the Company at less than the applicable Minimum Price shall be subject to the
ROFO.

                 (f) All rights set forth in Section 3.06 and 3.07 shall be
subject to the Alternative Procedures.

         Section 3.08  Certain Company Affiliate Transactions.

                 (a) Each of the parties hereto acknowledges and agrees that
nothing in this Agreement shall be deemed to create an NW Consent on the sale,
transfer, merger, recapitalization or similar transaction, including, without
limitation, any transaction that results in a change of control of any of
Frontline Capital Group, Reckson Associates Realty Corp. or ROP or any interest
in any of the foregoing.

                 (b) Notwithstanding anything to the contrary in this Agreement,
it is expressly acknowledged that nothing in this Agreement including, but not
limited to Section 3.02(b)(x) relating to transactions with Affiliates, shall
create an NW Consent to any transfer of RSI Management's interest in the Company
(or ROP's interest in RAP) to any Person including any Affiliate of RSI
Management.

                 (c) Notwithstanding anything to the contrary in this Agreement,
it is expressly acknowledged that nothing in this Agreement including, but not
limited to Section 3.02(b), shall create or be deemed to create an NW Consent to
the retirement of the Class A membership interests of RSVP contemplated by the
UBS Restructuring Agreement, as executed and delivered on the date hereof.


                                      -13-
<PAGE>

                                   ARTICLE IV

                       CONTRIBUTIONS AND CAPITAL ACCOUNTS


         Section 4.01  Capital Accounts.

                 (a) The Capital Accounts of each Member as of the Effective
Date shall be the amount immediately prior to the Effective Date.

                 (b) No Member shall have any obligation to make any additional
capital contributions to the Company.

                 (c) The Managing Member in good faith shall amend Schedule B to
accurately reflect any changes in the Capital Account of any Member.

         Section 4.02  Capital Accounts Adjustments.

                 (a) There shall be established for each Member on the books of
the Company a capital account (a "Capital Account"), which shall be maintained
and adjusted as provided in the Regulations. The Capital Account of a Member
shall be credited with the amount of all cash and the fair market value of all
property contributed by such Member to the Company. The Capital Account of a
Member shall be increased by the amount of any Net Profits allocated to such
Member, and decreased by (i) the amount of any Net Losses allocated to such
Member, (ii) the amount of any cash distributed to such Member, and (iii) the
fair market value of any assets (other than cash) distributed to such Member.
The Capital Account of each Member shall also be charged or credited with the
amounts allocated to the Members in accordance with the provisions of Schedule
D, and shall be adjusted appropriately to reflect any other adjustment required
pursuant to Regulation Section 1.704-1 or 1.704-2.

                 (b) Upon the occurrence of any event specified in Regulation
Section 1.7041(b)(2)(iv)(f), the Tax Matters Partner may cause the Capital
Accounts of the Members to be adjusted to reflect the fair market value of the
Company's assets at such time as determined in good faith by the Managing
Member. The adjustments shall reflect the manner in which the unrealized income,
gains, loss, or deduction inherent in such property would be allocated among the
Members if there were a taxable disposition of such property for such fair
market value determined in good faith by the Tax Matters Partner on the date of
the occurrence of such event.

         Section 4.03 Withdrawal of Capital; Return of Capital; Deficit Balance
in Capital Account.

                 (a) Except as otherwise specifically set forth in this
Agreement no Member shall have the right to (i) withdraw such Member's capital
contribution or to demand or receive the return of a capital contribution or
make any claim to any portion of Company capital or (ii) demand or receive
property other than cash in return for a capital contribution or to receive any
distribution in return for a capital contribution that is not required by this
Agreement.

                 (b) A deficit Capital Account of a Member shall not be deemed
to be a liability of such Member or an asset or property of the Company or any
other Member. Furthermore, no Member shall have any obligation to the Company or
any other Member for, or to restore any deficit balance in such Member's Capital
Account.


                                   -14-
<PAGE>


         Section 4.04 Additional Capital Contributions. Notwithstanding any
provision of this Agreement to the contrary, the Class A Member and ROP shall
have the right, but not the obligation, to contribute (i) any additional capital
(provided it is not New Money) which may be contributed as debt or equity to the
extent reasonably necessary to preserve the value of the assets held, directly
or indirectly, by RSVP or RAP; (ii) New Money which may be contributed as debt
or equity of up to the New Money Threshold Amount; and (iii) subject to
3.02(b)(xvi), New Money which may be contributed as debt or equity in an amount
in excess of the New Money Threshold Amount, provided, however, that any such
additional capital contribution, whether debt or equity, shall only be made by
RSVP or ROP to RAP or by the Class A Member to the Company.

         Section 4.05 Invested Capital. Each Member acknowledges and confirms to
the other Members that the aggregate amount of its invested capital in the
Company and RAP by itself or its Affiliates including ROP is as set forth below:

         Member                     Aggregate Invested Capital
         ------                     --------------------------

         RSI Management             $106,000,000  (includes  $59,800,000
                                    invested by ROP in RAP)

         NW                         $0

         Management Partners        $0


         Section 4.06 Effect. In consideration of the invested capital described
in this Article IV, the Members have agreed to the prioritization of
distributions set forth in Article V hereof.


                                   ARTICLE V

                                  DISTRIBUTIONS


         Section 5.01 Distributions of Cash Flow. Cash Flow for any period shall
be distributed to the Members, at times determined by the Managing Member in
good faith, but in no event less frequently than quarterly. Any distributions
under Section 5.01 and Section 5.02 shall be made in the following order of
priority:

                 (a) First, to the Class A Member until the Class A Member or
its Affiliates, and ROP, have received in the aggregate an amount, equal to the
Preference Amount plus interest, if any, earned on New Money, if any, whether
received from the Company, RSVP, RAP or their respective subsidiaries; provided,
however, that any distributions under this Section 5.01(a), shall be applied in
the following order of priority, without duplication:


                                      -15-
<PAGE>

                     (1) to the return of 12% per annum required to be paid on
New Money, if any;

                     (2) to the repayment of New Money, if any; and

                     (3) to the remaining Preference Amount balance, if any; and

                 (b) Thereafter, to the Class B Members, pro rata on the basis
of the number of Class B Units held by the Class B Members, but in no event less
than 66.67% to RSI Management and its successors and assigns, 27.77% to NW and
its permitted successors and assigns and 5.56% to Management Partners and its
permitted successors and assigns.

         Section 5.02  Distributions in Kind.

                 (a) Subject to Section 3.02(b)(ix), the Company may, if
determined by the Managing Member, make any or all distributions in kind.

                 (b) Subject to Section 3.02(b)(ix), if the Company makes a
distribution in kind of the Company's assets, the Capital Accounts of the
Members shall be debited or credited as though the assets had been sold for an
amount equal their gross fair market value and the amount received on such sale
had been distributed. Any such distribution in kind shall be treated as a
distribution in an amount equal to the aggregate fair market value of the assets
to be distributed, and shall be distributed as if Cash Flow to the Members
pursuant to the priorities set forth in Section 5.01 hereof.

         Section 5.03  [Intentionally Omitted]

         Section 5.04  [Intentionally Omitted]

         Section 5.05 Service Fee. RSI Management shall be entitled to an annual
service fee (the "Service Fee" ) payable no less frequently than quarterly, in
advance, of $345,000 per annum. The Service Fee shall be an obligation of the
Company payable pari passu with all other third party debts and obligations of
the Company.

         Section 5.06 Certain Payments Not Distributions. It is acknowledged and
agreed that each of (i) the fees payable to the Asset Manager under the
Management Agreement; and (ii) the Service Fee payable to RSI Management are not
"distributions" under this Agreement and each such payment shall be payable in
accordance with the Management Agreement or Section 5.05, respectively.


                                      -16-
<PAGE>


                                   ARTICLE VI

                                ALLOCATION RULES


         Section 6.01 Reference to Schedule D. Except as provided in the
immediately following sentence, the terms and provisions of Schedule D
(regarding certain federal tax matters including the allocations of income and
losses for federal tax purposes) are incorporated herein by reference as if
fully set forth herein, and shall be applied with respect to the allocation of
losses occurring after the Effective Date. The tax allocation provisions under
the Original Agreement shall survive and be applied with respect to the
allocation of losses occurring through and including the Effective Date.


                                  ARTICLE VII

                     RESIGNATION AND ASSIGNMENT OF INTERESTS


         Section 7.01 Resignation of the Managing Member. The Managing Member
shall be entitled to resign as the Managing Member. Upon any such resignation,
the Class A Members shall promptly elect or designate a successor Managing
Member.

         Section 7.02 Resignation of Member. A Member (other than the Managing
Member) may resign from the Company prior to the dissolution and winding up of
the Company only upon, and shall be deemed to have resigned upon, the Transfer
of all of its Interests in compliance with the provisions of Section 2.05.

         Section 7.03 No Distribution Upon Resignation. Upon resignation, no
resigning Member shall be entitled to receive any distribution or otherwise be
entitled to receive the fair value of its Interest.

         Section 7.04 Admission of Members. (a) No Person who is the transferee
or assignee of all or a portion of the Interests of a Member shall be entitled
to any of the rights and benefits under this Agreement (other than the right to
distributions) unless and until:

                 (i) the purchaser or transferee shall accept and assume in
writing all of the terms, conditions and obligations of this Agreement by
executing and delivering to the Company a Joinder Agreement;

                 (ii) such Transfer shall have been made in accordance with all
applicable laws and regulations and all necessary governmental consents shall
have been obtained and requirements satisfied, including without limitation,
compliance with the Securities Act of 1933, as amended, and applicable state
securities or blue sky laws;

                 (iii) such Transfer shall not subject the Company to taxation
as a corporation for state or federal income tax purposes; and

                 (iv) such Transfer shall not affect the Company's existence or
qualification as a limited liability company under the Delaware Act.


                                      -17-
<PAGE>

         Section 7.05 Amendment of Schedule B. As promptly as is reasonably
practicable after the admission or withdrawal of a Member of the Company, the
Managing Member shall amend Schedule B to reflect the admission or withdrawal of
such Member.


                                  ARTICLE VIII

                                   DISSOLUTION


         Section 8.01  Duration and Dissolution.

                 (a)  The Company shall be dissolved and its affairs shall be
wound up upon the first to occur of the following:

                      (i)    the entry of a decree of judicial dissolution of
         the Company under Section 18-802 of the Delaware Act; or

                      (ii)   the expiration of the Term;

                      (iii)  the bankruptcy, dissolution or liquidation of the
         Managing Member unless the business of the Company is continued by the
         consent of NW and its permitted successors and assigns within 90 days
         following the occurrence of such event; or

                      (iv)   the mutual agreement of NW and/or its permitted
         successors and assigns, on the one hand, and RSI Management and/or its
         successors and assigns, on the other hand.

                 (b)  The Company may dissolve and wind-up the affairs of RSVP
and RAP upon the first to occur of the following:

                      (i)    the entry of a decree of judicial dissolution of
         RSVP and RAP; or

                      (ii)   the sale of all or substantially all of the assets
         of RSVP and RAP; or

                      (iii)  the mutual agreement of NW and its permitted
         successors and assigns and RSI Management and its successors and
         assigns.

         Section 8.02 Winding Up. Subject to 3.02(b)(iii), 3.06 and 3.07, the
Managing Member shall have the exclusive right to wind up the Company's affairs
in accordance with and subject to the provisions of this Agreement including
without limitation Article III (and shall do so in an orderly and expeditious
manner upon dissolution of the Company), and shall also have the right to act as
or appoint a Liquidator in connection therewith. The Managing Member may appoint
an Affiliate of the Managing Member as the Liquidator provided that any such
appointment is on commercially reasonable arm's length terms.


                                      -18-
<PAGE>

         Section 8.03  Distribution of Assets.

         (a) Upon the winding up of the Company, the assets shall be distributed
to the Members in accordance with Article V. Prior to such distributions, the
Company shall allocate all items of income, gain, loss and deduction for the
year of dissolution in the manner necessary to adjust the Capital Accounts of
such Members to reflect their Interests in the Company within the meaning of
Treasury Regulations ss. 1.704-1(b). It is intended that such distribution shall
comply with the provision in Treasury Regulations ss. 1.704-1 regarding
liquidation in accordance with positive Capital Account balances and compliance
with the requirements relating to the substantial economic effect of Company
allocations.

         (b) If the Liquidator shall determine that it is not feasible to
liquidate all of the assets of the Company, then the Liquidator shall cause the
fair market value of the assets not so liquidated to be determined. Any
unrealized appreciation or depreciation with respect to such assets shall be
allocated among the Members in accordance with Article VI as though the assets
were sold for its fair market value and distribution of any such assets in kind
to a Member shall be considered a distribution of an amount equal to the assets'
fair market value for purposes of Article VI and this Section 8.03.

         (c) No Member shall have the right to demand or receive property other
than cash upon dissolution and termination of the Company. No Member shall be
obligated to restore or contribute to the Company with respect to any Capital
Account deficit except to the extent as may be required by Delaware Act.

         (d) Within 90 days following the dissolution of the Company and the
commencement of winding up of the Company, the Liquidator shall file a
Certificate of Cancellation with the Secretary of State of the State of Delaware
and record or file cancellation of any other filings made pursuant to this
Agreement.

         (e) Within sixty (60) days after the Company's assets have been fully
liquidated and the proceeds therefrom fully allocated and distributed as
provided in this Section, the Liquidator shall furnish to each of the Members a
statement prepared by the Company's independent certified public accountants,
which shall set forth the receipts and disbursements of the Company in the
course of such liquidation, together with the amount of proceeds from such
liquidation distributed with respect to each Member's Unit.

         (f) No dissolution of the Company shall release or relieve any Member
of its obligations under this Agreement.

         (g) Subject to the provisions of this Agreement, the Liquidator shall
have the right to make any distribution in kind and determine the fair market
value of any distribution in kind.

         Section 8.04  No Dissolution. The Company shall not be dissolved by the
admission or withdrawal of Members in accordance with the terms of this
Agreement.

         Section 8.05  Notice of Liquidation. The Managing Member shall give
each of the other members at least ten (10) days prior written notice of any
liquidation.


                                      -19-
<PAGE>

                                   ARTICLE IX

                                     MEMBERS


         Section 9.01  Meetings; Notices.

         (a)  Unless otherwise provided by the Act, meetings of the Members, for
any purpose or purposes, may be called only by the Managing Member and no other
Member upon prior notice and subject to procedures determined from time to time
by the Managing Member. The Managing Member may designate any place within or
without the State of New York for any meeting of the Members. Any Member may
attend, at their option, any such meeting by telephonic means.

         (b)  The Managing Member shall provide each Member a copy of any
Material Notice received or given by the Company, RSVP, RAP or their Affiliates.

         (c)  Notwithstanding any provision of this Agreement to the contrary:
(i) the remedy of any Member with respect to any failure of the Managing Member
to deliver a Material Notice under Section 9.01(b) shall be limited to the right
of such Member to seek specific performance (unless such failure results from
the failure or omission of the Asset Manager under the Management Agreement to
timely provide the appropriate information to the Company) to obtain a copy of
such Material Notice (it being understood that in no event shall there be any
Damages or other remedies with respect to any such failure); and (ii) the
Managing Member shall not be in breach or default of this Agreement because of
failure to provide any Material Notice.

         Section 9.02  Other Activities. Subject to the provisions of Section
1.12 and the terms and conditions of the Management Agreement: (i) except as
otherwise prohibited by written agreement between the Company and a Member, the
Members may engage in or possess an interest in other business ventures of every
nature and description, independently or with others, and neither the Company
nor any of the Members shall have any rights in or to such independent ventures
or the income or profits derived therefrom; and (ii) no Member shall be
obligated to present any particular investment opportunity to the Company even
if such opportunity is of a character that, if presented to the Company, could
be taken by the Company, and any Member thereof shall have the right to take for
its own account (individually or as a partner, member, shareholder, fiduciary or
otherwise) or to recommend to others any such particular investment opportunity.
All transactions involving Platforms will be effected solely through RSVP or
RAP, it being understood that no Member or their respective Affiliates shall
make any separate investments in the Platforms or their respective assets,
except to the extent otherwise permitted under Section 3.06 or Section 4.04 of
this Agreement. For the purpose of this Section 9.02 it is acknowledged and
agreed that without limiting the interpretation or construction of any other
term or provision of this Agreement, all references in this Section 9.02 to a
Member shall also include the Managing Member.

         Section 9.03  No Agency. No Member shall act as agent for the Company
or bind the Company in any respect unless expressly authorized by this Agreement
or pursuant to any action taken by the Managing Member.


                                      -20-
<PAGE>

         Section 9.04  Access to and Confidentiality of Information; Records.
Each Member shall have the right in a timely manner to receive from the Company
from time to time upon reasonable demand for any purpose reasonably related to
such Member's Interest as a member of the Company, a copy of the Company's,
RAP's, RSVP's and the Platforms' to the extent available: (i) most recent annual
financial statements with any included footnotes, (ii) most recent federal,
state and local income tax returns and (iii) this Agreement and Certificate of
Formation including schedules and any amendments thereto and (iv) any other
information reasonably requested by any Member. Any demand by a Member pursuant
to this Section shall be in writing.


                                   ARTICLE X

                                  MISCELLANEOUS


         Section 10.01  Amendment to the Agreement.

         (a)  Subject to the Amendment Standard, the Managing Member may amend
this Agreement.

         (b)  The supplement of this Agreement to reflect the admission or
withdrawal of any Person as a Member in the Company or any permitted Transfer of
Units (and the revision to Schedule B to reflect any such transaction, or the
address of a Member) shall not be deemed an Amendment to this Agreement.

         Section 10.02  Successors; Counterparts. (a) This Agreement and any
Amendment hereto in accordance with Sections 10.01 and 3.02(b)(i) shall be
binding as to any executors, administrators, estates, heirs, permitted
successors and assigns of NW and Management Partners and the successors and
assigns of RSI Management, or nominees or representatives, of the Members, and
(b) may be executed in several counterparts with the same effect as if the
parties executing the several counterparts had all executed one counterpart. At
the request of the Company, all Members agree to execute an original of this
Agreement as well as any facsimile, telecopy or other reproduction hereof. A
facsimile, telecopy or other reproduction of this Agreement may be executed by
one or more parties hereto, and an executed copy of this Agreement may be
delivered by one or more parties hereto by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes as of the date first written
above.

         Section 10.03  Governing Law; Severability. (a) This Agreement shall be
governed exclusively by and construed in accordance with the internal laws of
the State of Delaware without giving effect to the principles of conflict of
laws thereof. In particular, this Agreement shall be construed to the maximum
extent possible to comply with all of the terms and conditions of the Delaware
Act.

         (b) No Member, in its capacity as a Member, shall be deemed to have any
right or benefit in, to or under the Company or any of its subsidiaries
(including, without


                                      -21-
<PAGE>

limitation, RSVP, RAP and each Platform) other than the rights and benefits set
forth in this Agreement.

         (c)  If it shall be determined by a court of competent jurisdiction
that any provisions or wording of this Agreement shall be invalid or
unenforceable under said Delaware Act or other applicable law, such invalidity
or unenforceability shall not invalidate the entire Agreement. In that case,
this Agreement shall be construed so as to limit any term or provision to make
it enforceable or valid within the requirements of applicable law, and, in the
event such term or provisions cannot be so limited, this Agreement shall be
construed to omit such invalid or unenforceable provisions. If it shall be
determined by a court of competent jurisdiction that any provisions relating to
the distributions and allocations of the Company or to any fee payable by the
Company is invalid or unenforceable, this Agreement shall be construed or
interpreted so as (i) to make it enforceable or valid and (ii) to make the
distributions and allocations as closely equivalent to those set forth in this
Agreement as is permissible under applicable law.

         Section 10.04  Specific Performance. Each of the undersigned
acknowledges and agrees that each of the parties hereto is entering into this
Agreement in reliance on the agreements, obligations and covenants made herein
by the other parties hereto, and that any failure or delay in specific
performance of those agreements, obligations and covenants contained in Sections
3.06, 3.07, 9.01(b), 9.04, 10.05 and 10.09 of this Agreement, would result in
irreparable harm to the other parties hereto. Each of the undersigned agrees
that if any of the undersigned defaults in the performance of its or their
obligations under Sections 3.06, 3.07, 9.01, subject to the provisions of
Section 9.01(c), 9.04, 10.05, subject to the provisions of Section 10.05(c), and
10.09 of this Agreement, the other parties shall be entitled, in addition to any
other remedies that they may have, to enforce this Agreement by an order or
judgment of specific performance in a court of competent jurisdiction requiring
the defaulting party to perform such obligation under this Agreement.
Notwithstanding the immediately two preceding sentences, except as otherwise
specifically provided in this Agreement to the contrary, nothing contained in
this Agreement shall be deemed to limit any remedy available to a party whether
at law or in equity.

         Section 10.05  Reports. (a) After the end of each fiscal year, the
Managing Member shall, as promptly as possible and in any event within 90 days
after the close of the fiscal year, cause to be prepared and transmitted to each
Member federal income tax form 1065 K-1. The Managing Member shall deliver to
each Member annual audited combined and combining, if available, income
statements and combined and combining, if available, balance sheet for the
Company, RSVP and RAP within 75 days after each calendar year end, all in
reasonable detail consistent with past practices and quarterly unaudited
combined and combining, if available, income statement and combined and
combining, if available, balance sheet for the Company, RSVP and RAP within 60
days following each calendar quarter end all in reasonable detail consistent
with past practices.

         (b)  The Company shall maintain the following records at its principal
office: (i) a current list of the full names and the last known mailing address
of each Member together with the Capital Account and the Interest of each
Member, and a schedule of distributions received in each fiscal year by each
Member pursuant to this Agreement, (ii) a copy of the Certificate of Formation
and all amendments thereto or restatements thereof, together with executed
copies of any powers of attorney pursuant to which any certificate or amendment
has


                                      -22-
<PAGE>

been executed, (iii) a copy of this Agreement, any amendments hereto and any
amended and restated Agreements, (iv) a copy of the Company's federal, state and
local income tax or information returns and reports, if any, for the six most
recent taxable years and (v) a copy of all audited and unaudited financial
statements of the Company.

         (c)  Notwithstanding any provision of this Agreement to the contrary,
the remedy of any Member with respect to any breach or default by the Managing
Member under Section 10.05 shall be limited to the right of such Member to seek
specific performance to enforce such rights pursuant to Section 10.04 (it being
understood that in no event shall there be any Damages or other remedies with
respect to any such breach or default) and, further, there shall be not breach
or default by the Managing Member under Section 10.05 if such Damages directly
result from the failure or omission of the Asset Manager under the Management
Agreement to timely provide the appropriate information to the Company.

         Section 10.06  Headings. Section and other headings contained in this
Agreement are for reference purposes only and are not intended to describe,
interpret, define or limit the scope or intent of this Agreement or any
provision hereof.

         Section 10.07  [Intentionally Omitted].

         Section 10.08  Notices. All notices and other communications hereunder
(including any approval or authorization by a Company required under this
Agreement) shall be effective upon receipt and shall be in writing and (i)
personally delivered or (ii) delivered by Federal Express or another nationally
recognized overnight courier to the address specified by such party under its
signature hereon or such other address specified by a notice to each other party
to this Agreement.

         Section 10.09  Confidentiality. The Members shall keep confidential all
non-public confidential and proprietary information of the Company or its
subsidiaries (as reasonably determined by the Managing Member), except as agreed
by, and with the prior approval of the Managing Member, except (1) for
professionals (including, but not limited to, bankers and underwriters) and
advisors with a need to know such information, provided that each such
professional or advisor shall agree to keep confidential all such confidential
and proprietary information in accordance with this Section 10.09, (2) to the
extent such information is or becomes generally available to the public other
than as a result of a disclosure by the Members, (3) to the extent such
information is or becomes available to the recipient from a non-confidential
source that is not prohibited from disclosing such information to the recipient
by a legal, contractual or fiduciary obligation to the recipient, (4) to the
extent required by law, regulation, or court or administrative proceeding, or
(5) to the extent disclosed by a Member to a third party in connection with the
performance of duties of such Members hereunder or under any Related Document,
provided that each such third party shall agree to keep confidential all such
confidential or proprietary information in accordance with this Section 10.09.
Notwithstanding any obligation of the Asset Manager under the Management
Agreement to return any confidential information pursuant to the Management
Agreement, each Member shall have the right to retain confidential information
possessed by such Member as such Member deems reasonably necessary in its
capacity as a Member of the Company and any such confidential information shall
be subject to the terms and conditions of this Section 10.09.


                                      -23-
<PAGE>

         Section 10.10  Waiver. No failure to elect to pursue any remedy and no
waiver with respect to any default under or breach of any provision of this
Agreement shall be deemed to be a waiver of any other subsequent similar or
different default, breach or provision or of any election or remedies available
in connection therewith. Acceptance by any Member of any money or other
consideration due under this Agreement, with or without knowledge, shall not
constitute a waiver of any provision of this Agreement.

         Section 10.11  Entire Agreement. Except as set forth herein to the
contrary, this Agreement contains the entire agreement among the Members with
respect to the subject matter hereof and supersedes all prior agreements and
undertakings among Members with respect thereto. Without limiting the generality
of the forgoing, no presumption, effect or consideration shall be accorded to
any prior draft of this Agreement (or any part thereof) in the interpretation of
the terms and provisions of this Agreement or the intent of the parties thereto.

         Section 10.12  Construction; Gender. Whenever used herein, the singular
number shall include the plural and the plural shall include the singular,
unless the context otherwise requires. References herein to the various forms of
the words "he", "she" and "it" shall be deemed to be references to the
appropriate gender of the Persons modified or represented by such words.

                            [SIGNATURE PAGE FOLLOWS]















                                      -24-

<PAGE>



         IN WITNESS WHEREOF, the undersigned have hereto set their hands as of
the day and year first above written.

                                  COMPANY:

                                  RSVP HOLDINGS, LLC
                                  By its Management Committee

                                      ----------------------------------------
                                      Seth B. Lipsay, as a Management Committee
                                      Member and not individually


                                      ----------------------------------------
                                      Scott Rechler, as a Management Committee
                                      Member and not individually


                                      ----------------------------------------
                                      Steven H. Shepsman, as a Management
                                      Committee Member and not individually

                                  MEMBERS:

                                  RSI FUND MANAGEMENT, LLC

                                  By:
                                      ----------------------------------------
                                      Name: Scott Rechler
                                      Title: Authorized Signatory

                                  NEW WORLD REALTY, LLC

                                  By:
                                      ----------------------------------------
                                      Seth B. Lipsay,
                                      Authorized Signatory and not individually

                                  By:
                                      ----------------------------------------
                                      Steven H.  Shepsman,
                                      Authorized Signatory and not individually




[Amended and Restated Limited Liability Company of RSVP Holding, LLC]
HFNY2: #688808

<PAGE>



                                  RSVP MANAGEMENT PARTNERS, LLC

                                 By:
                                      ----------------------------------------
                                      Name:
                                      Authorized Signatory



























[Amended and Restated Limited Liability Company of RSVP Holding, LLC]
HFNY2: #688808

<PAGE>






                                   SCHEDULE A

Definitions. The following terms shall have the meanings set forth below:

-------------------------------------------------------------------------------
"Affiliate"                        means, with respect to a Person, another
                                   Person that directly or indirectly controls,
                                   is controlled by or is under common control
                                   with such first Person, and shall be deemed
                                   to include the heirs, executors,
                                   administrators of such first Person, and a
                                   director, executive officer, senior employee
                                   (or Person with similar responsibilities) of
                                   such first Person. The term "Affiliated"
                                   shall have the correlative meaning.

-------------------------------------------------------------------------------
"Agreement"                        means this Amended and Restated Limited
                                   Liability Company Agreement of the Company,
                                   as amended, modified, supplemented or
                                   restated from time to time.

-------------------------------------------------------------------------------
"Alternative                       means as follows:
Procedures"
                                   The right of NW or the ROFO Designee to
                                   exercise its ROFO with respect to any
                                   specified Sale Transaction shall be subject
                                   to the lender providing financing (the "UBS
                                   Financing") for the interests being acquired
                                   in the UBS Restructuring not objecting to
                                   such exercise or existence of the ROFO. Each
                                   of ROP, RSVP and the Company shall use its
                                   commercially reasonable efforts to obtain
                                   such lender approval provided that in
                                   exercising such commercially reasonable
                                   efforts to obtain such approval neither ROP,
                                   RSVP nor the Company shall be required to
                                   expend funds. Notwithstanding the foregoing,
                                   the ROFO shall be in effect after such
                                   financings are repaid or otherwise
                                   discharged. If the ROFO is objected to by the
                                   lender, then the Alternative Procedures shall
                                   be applicable.

                                   The Alternative Procedures are as follows:
                                   (i) NW, its permitted successors and assigns
                                   will have the right to submit an offer in the
                                   sales process in connection with a Sale
                                   Transaction that would otherwise have been
                                   subject to the ROFO; and (ii) if NW, or its
                                   permitted successors and assigns is the Best
                                   Bidder but is not selected, then NW's, or its
                                   permitted successors' and assigns' sole and
                                   exclusive right and remedy in respect thereof
                                   shall be payment of the Payment Amount.

                                   Notwithstanding any provision contained
                                   herein: (i) under no circumstances shall NW
                                   be entitled to receive any amounts under this
                                   definition from each Sale Transaction more
                                   than once (i.e. NW shall only be entitled to
                                   receive amounts under this definition from
                                   each Sale Transaction one time and without
                                   duplication); (ii) amounts due to NW under
                                   this definition shall be calculated each time
                                   there is a Sale Transaction and (iii) the
                                   Alternative Procedures shall not be available
                                   at any time (x) during the 90-day period
                                   prior to the maturity date of the UBS
                                   Financing and (y) there exists a continuing
                                   default under the UBS Financing.

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

<PAGE>
-------------------------------------------------------------------------------
"Amendment Standard"               means: (i) an Amendment that has an NW
                                   Adverse Effect shall require the prior
                                   written consent of NW, which consent may be
                                   withheld by NW in its sole discretion; (ii)
                                   an Amendment that does not have an NW Adverse
                                   Effect, in Managing Member's reasonable
                                   judgment, shall require the consent of NW,
                                   which consent shall not be unreasonably
                                   withheld, delayed or conditioned and (iii)
                                   for so long as ROP or its affiliates hold any
                                   interest in RAP, an Amendment that is
                                   required, in Managing Member's reasonable
                                   judgment, in order to protect the REIT status
                                   of Reckson Associates Realty may be adopted
                                   by the Managing Member in its sole
                                   discretion; provided such Amendment does not
                                   have an NW Adverse Effect.

-------------------------------------------------------------------------------
"Best Bidder"                      means a bidder that offers the best bid, such
                                   determination to be made on such factors as
                                   are relevant in the reasonable judgment of
                                   the Company including without limitation
                                   price, reputation, access to capital, and
                                   likelihood of closing.

-------------------------------------------------------------------------------
"Business Day"                     means any day other than a Saturday, a Sunday
                                   or a day on which banks in New York City are
                                   authorized or obligated by law or executive
                                   order to close.

-------------------------------------------------------------------------------
"Capital Account"                  means the capital account established for
                                   each Member in accordance with Section
                                   4.02(a).

-------------------------------------------------------------------------------
"Capital Asset"                    means any asset of the Company or of any
                                   partnership or limited liability company in
                                   which the Company holds a direct or indirect
                                   interest, the sale or other disposition of
                                   which at a gain after the requisite holding
                                   period would result in whole or in part, in
                                   long term capital gain within the meaning of
                                   Section 1222(3) of the Code.

-------------------------------------------------------------------------------
"Cash Flow"                        means, with respect to any period, the amount
                                   by which (i) all cash receipts received by
                                   the Company, RSVP or RAP (without
                                   duplication) during such period from whatever
                                   source derived (including, without
                                   limitation, cash from operations, or proceeds
                                   from the sale or disposition of any asset,
                                   proceeds from financings of the Company, RSVP
                                   or RAP, and funds released during such period
                                   from cash reserves (previously established
                                   from cash from operations or from proceeds
                                   from the sale or disposition of any asset)
                                   and cash distributions from subsidiaries of
                                   RAP and RSVP (excluding future capital
                                   contributions) exceeds (ii) (a) all

-------------------------------------------------------------------------------
<PAGE>

-------------------------------------------------------------------------------
                                   disbursements of cash by the Company, RAP
                                   and RSVP during such period, including,
                                   without limitation, payment of operating
                                   expenses (including payments under the
                                   Management Agreement and the Service Fee),
                                   payment of principal and interest on the
                                   Company's, RAP's and RSVP's indebtedness and
                                   reasonable reserves established by the
                                   Managing Member for the Company's operating
                                   expenses and in connection with sales and
                                   dispositions of assets; from cash receipts
                                   listed in (i) above; and (b) contributions to
                                   RSVP and RAP and contributions to
                                   subsidiaries of RAP and RSVP without
                                   duplication, from cash receipts listed in (i)
                                   above.

-------------------------------------------------------------------------------
"Certificate of                    means the certificate of formation filed on
Formation"                         behalf of the Company with the office of the
                                   Secretary of State of the State of Delaware
                                   pursuant to the Delaware Act.

-------------------------------------------------------------------------------
"Class A Member"                   means a Member that holds one or more Class A
                                   Units and, initially, is solely RSI
                                   Management.

-------------------------------------------------------------------------------
"Class A Units"                    means the Interests in the Company designated
                                   as Class A Units in Section 2.01.

-------------------------------------------------------------------------------
"Class B Member"                   means a Member that holds one or more Class
                                   B Units and, initially, is RSI Management,
                                   NW and Management Partners.

-------------------------------------------------------------------------------
"Class  B Units"                   means the Interests in the Company designated
                                   as Class B Interests in Section 2.01, of
                                   which 66.67% are initially held by RSI
                                   Management and 27.77% and 5.56% are initially
                                   held by NW and Management Partners,
                                   respectively.

-------------------------------------------------------------------------------
"Code"                             means the Internal Revenue Code of 1986, as
                                   amended from time to time, or any
                                   corresponding federal tax statute enacted
                                   after the date of this Agreement. A reference
                                   to a specific section of the Code refers not
                                   only to such specific section but also to any
                                   corresponding provision of any federal tax
                                   statute enacted after the date of this
                                   Agreement, as such specific section or
                                   corresponding provision is in effect and
                                   applicable on the date of the application of
                                   the provisions of this Agreement containing
                                   such reference.

-------------------------------------------------------------------------------
"Company"                          has the meaning specified in the Preamble to
                                   this Agreement.

-------------------------------------------------------------------------------
"Control"                          and the term "Controlled by" means the
                                   possession, directly or indirectly or as
                                   trustee or executor, of the power to direct
                                   or cause the direction of the affairs or
                                   management of any specified Person, whether
                                   through the ownership of voting securities,
                                   as trustee or executor, by contract or
                                   otherwise, including, without limitation, the
                                   ownership, directly or indirectly, of equity
                                   interests having the power to elect a
                                   majority of the board of directors or similar
                                   body

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

<PAGE>

-------------------------------------------------------------------------------
                                   governing the affairs of such specified
                                   Person.

-------------------------------------------------------------------------------
"Covered Person"                   means the (i) Members (including Members
                                   acting as the Managing Member before, during
                                   and after the Effective Date), any Affiliate
                                   of a Member or any officers, directors,
                                   managers, members, stockholders, partners,
                                   employees, representatives, agents, trustees,
                                   attorneys, testators and intestates of a
                                   Member, the Company or their respective
                                   Affiliates.

-------------------------------------------------------------------------------
"Damages"                          shall mean liabilities, demands, claims,
                                   actions or causes of action, regulatory,
                                   legislative or judicial proceedings or
                                   investigations, assessments, levies, losses,
                                   fines, penalties, damages, fees, costs and
                                   expenses, including, without limitation,
                                   reasonable attorneys', accountants',
                                   investigators', and experts' fees and
                                   expenses; provided, however, Damages shall
                                   not include any special, consequential,
                                   punitive or treble damages, including lost
                                   profits, in connection with or arising out of
                                   this Agreement or the other Related Documents
                                   or its breach, or arising from the
                                   relationship of the parties or the conduct of
                                   the business of the Company or its
                                   subsidiaries, even if the possibility of such
                                   damages was foreseeable.

-------------------------------------------------------------------------------
"Delaware Act"                     shall have the meaning set forth in the
                                   recitals of this Agreement.

-------------------------------------------------------------------------------
"Effective Date"                   shall have the meaning ascribed thereto in
                                   the Restructuring Agreement.

-------------------------------------------------------------------------------
"Equity Encumbrance"               shall mean with respect to any equity
                                   securities, any claim, encumbrance, option,
                                   right of first refusal, pre-emptive right or
                                   similar restriction of any kind.

-------------------------------------------------------------------------------
"Escrow Agent"                     shall mean Company counsel or title company,
                                   or other Person, each as may be agreed by the
                                   Managing Member or its successors and
                                   assigns, and NW or its permitted successors
                                   and assigns.

-------------------------------------------------------------------------------
"Escrow Agreement"                 shall mean an escrow agreement reasonably
                                   acceptable to the Managing Member and the
                                   Escrow Agent which is customary in form and
                                   substance.

-------------------------------------------------------------------------------
"Fiscal Year"                      shall have the meaning set forth in Section
                                   1.05.

-------------------------------------------------------------------------------
"Interest"                         means a limited liability company interest in
                                   the Company, including the right of the
                                   holder thereof to any and all benefits to
                                   which a Member may be entitled as provided in
                                   this Agreement together with the obligations
                                   of a Member to comply with all of the terms
                                   and provisions of this Agreement.

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

<PAGE>

-------------------------------------------------------------------------------
"Liquidator"                       means any Person that appointed as the
                                   liquidator, a trustee in liquidation or
                                   Person exercising a similar authority.

-------------------------------------------------------------------------------
"MAC"                              shall mean any of the following which, in any
                                   such case, results in a material adverse
                                   effect on the Platform underlying the
                                   proposed Sale Transaction taken as a whole:
                                   (i) any material adverse change in the
                                   assets, liabilities, operations, or condition
                                   of any Platform underlying a proposed Sale
                                   Transaction which change occurs on or after
                                   the date the Notice of Intent is delivered by
                                   NW which is not the result of a fact or
                                   condition relating to the Platform actually
                                   known by NW prior to the date the Notice of
                                   Intent is delivered by NW; (ii) any
                                   significant capital markets disruption which
                                   would customarily release a commercial lender
                                   from a binding loan commitment; (iii) any
                                   force majeure with respect to the assets,
                                   liabilities, operations, or condition of the
                                   Platform underlying a proposed Sale
                                   Transaction or (iv) any order or law shall be
                                   in effect, which prohibits, makes illegal,
                                   prevents, materially restricts, enjoins, or
                                   nullifies any such proposed Sale Transaction.
                                   It is expressly acknowledged that the
                                   exercise of the ROFO is not subject to any
                                   financing contingency and the determination
                                   of any MAC shall bear no relation to the
                                   ability of NW to obtain financing to
                                   consummate a ROFO but rather shall relate
                                   solely to the effect of any of the foregoing
                                   directly on the relevant Platform.

-------------------------------------------------------------------------------
"Management Agreement"             means the Management Agreement dated as of
                                   even date herewith by and among the Company,
                                   New World Realty Management, LLC and the
                                   other parties named therein a copy of which
                                   is attached hereto as Exhibit I.

-------------------------------------------------------------------------------
"Management Partners"              shall have the meaning ascribed thereto in
                                   the preamble of this Agreement.

-------------------------------------------------------------------------------
"Managing Member"                  shall have the meaning ascribed thereto in
                                   Section 3.01.

-------------------------------------------------------------------------------
"Material Notice"                  means any notice or other written
                                   communication regarding (i) a material
                                   default of a material obligation of the
                                   Company, RSVP, RAP or any of their respective
                                   subsidiaries; (ii) a foreclosure on any
                                   assets of the Company, RSVP, RAP or any of
                                   their respective Affiliates or subsidiaries;
                                   or (iii) any litigation commenced or overtly
                                   threatened by or against the Company, RSVP,
                                   RAP or any of their respective Affiliates or
                                   subsidiaries which would reasonably have a
                                   material adverse affect.

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

<PAGE>

-------------------------------------------------------------------------------
"New Money"                        means only such portion of any additional
                                   capital contribution made after March 24,
                                   2003, by the Class A Member or ROP to the
                                   Company or RAP, which, when added to the then
                                   Preference Amount, (i) exceeds seventy-five
                                   million ($75,000,000) dollars, and (ii) is
                                   reasonably necessary to preserve the value of
                                   the assets held directly or indirectly, by
                                   RSVP or RAP. As of March 24, 2003, the amount
                                   of New Money is $0.

-------------------------------------------------------------------------------
"New Money Threshold Amount"       has the meaning ascribed to such term in
                                   Section 3.02(b)(xiii).

-------------------------------------------------------------------------------
"NW"                               has the meaning specified in the Preamble to
                                   this Agreement.

-------------------------------------------------------------------------------
"NW Adverse Effect"                shall mean any adverse affect (including,
                                   without limitation, by means of dilution) on
                                   the economic rights of NW, its permitted
                                   successors and assigns, and Management
                                   Partners, its permitted successors and
                                   assigns, taken as a whole, as: (i) Class B
                                   Members and by virtue of the Company's
                                   interests in RSVP and RAP, as the case may
                                   be; or (ii) the ROFO.

-------------------------------------------------------------------------------
"NW Consent"                       means the consent of NW or its permitted
                                   successors and assigns as defined in Section
                                   3.02(b).

-------------------------------------------------------------------------------
"NW Change of Control"             means any transaction or event that causes NW
                                   to not be Controlled by Seth Lipsay or Steven
                                   Shepsman or any of their respective estates.

-------------------------------------------------------------------------------
"Payment Amount"                   means the cumulative difference (without
                                   duplication) between (i) the amount NW, its
                                   permitted successors and assigns and
                                   Management Partners, its permitted successors
                                   and assigns would have received under Article
                                   V of this Agreement assuming that in each
                                   case where NW should have been selected as
                                   the Best Bidder (e.g., it was determined to
                                   be the Best Bidder but was not selected) it
                                   was selected as the purchaser in the relevant
                                   Sale Transaction at NW's bid price, and (ii)
                                   the amount NW and Management Partners
                                   actually receive under Article V of this
                                   Agreement.

-------------------------------------------------------------------------------
"Person"                           means an individual, a corporation, a
                                   partnership, a limited liability company, a
                                   joint venture, an association, a joint-stock
                                   company, a trust, a business trust, a
                                   government or any agency or any political
                                   subdivision, any unincorporated organization
                                   or any other entity of whatever nature.

-------------------------------------------------------------------------------
"Platform"                         shall have the meaning ascribed thereto in
                                   the UBS Restructuring Agreement. For purposes
                                   of Sections 3.05, 3.06 and 3.07, a
                                   "Sub-Platform" of Student Housing and
                                   Catskills/Resorts shall be deemed

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

<PAGE>

-------------------------------------------------------------------------------
                                   a "Platform".

-------------------------------------------------------------------------------
"Preference Amount"                means an amount equal to (A) the sum of (i)
                                   seventy-five million ($75,000,000) dollars
                                   plus (ii) any additional capital (including
                                   any New Money) contributed to the Company and
                                   RAP made after March 24, 2003, to the extent
                                   such equity investments were reasonably
                                   necessary to preserve the value of the assets
                                   held, directly or indirectly, by RSVP or RAP,
                                   plus (iii) a return of 12% per annum on New
                                   Money contributed to the Company, RSVP, RAP,
                                   any of their respective subsidiaries or any
                                   Platform; less (B) any Cash Flow
                                   distributions received by the Class A Member,
                                   or ROP or their respective Affiliates on and
                                   after March 24, 2003, provided that the
                                   Preference Amount may not be less than zero.
                                   As of March 24, 2003, the amount of the
                                   Preference Amount is $75 million.

-------------------------------------------------------------------------------
"RAP"                              shall mean Reckson Asset Partners LLC, a
                                   Delaware limited liability company.

-------------------------------------------------------------------------------
"Regulations"                      means the regulations proposed or promulgated
                                   under the Code, as amended from time to time,
                                   or any federal income tax regulations
                                   promulgated after the date of this Agreement.
                                   A reference to a specific Regulation refers
                                   not only to such specific Regulation but also
                                   to any corresponding provision of any federal
                                   tax regulation enacted after the date of this
                                   Agreement, as such specific Regulation or
                                   corresponding provision is in effect and
                                   applicable on the date of application of the
                                   provisions of this Agreement containing such
                                   reference.

-------------------------------------------------------------------------------
"Related Documents"                shall have the meaning ascribed to such term
                                   in the Restructuring Agreement.

-------------------------------------------------------------------------------
"Restructuring                     Agreement" means the Restructuring Agreement
                                   dated as of even date herewith by and among
                                   RSI Management, NW and the other parties
                                   named therein.

-------------------------------------------------------------------------------
"ROFO"                             shall have the meaning ascribed to such term
                                   in Section 3.06.

-------------------------------------------------------------------------------
"ROFO Designee"                    means a Person (i) designated by NW and its
                                   permitted successors and assigns to exercise
                                   the ROFO and (ii) in which SBL, SHS and/or a
                                   family trust, partnership or other entity
                                   created by SBL and/or SHS as the case may be,
                                   for the purpose of estate planning have
                                   contributed to the capital of such Person in
                                   cash in the aggregate amount equal to the
                                   lesser of (x) $3,000,000 or (y) 10% of the
                                   portion of the price allocable to RSVP's or
                                   RAP's direct or indirect equity interests in
                                   the Platform to be sold.

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

<PAGE>

-------------------------------------------------------------------------------
"ROP"                              means Reckson Operating Partnership L.P., a
                                   Delaware limited liability company.

-------------------------------------------------------------------------------
"RSI"                              has the meaning specified in the Preamble to
                                   this Agreement.

-------------------------------------------------------------------------------
"RSVP Restructuring"               means the transactions contemplated by the
                                   Restructuring Agreement dated as of the date
                                   hereof, by and among the Company, RSI
                                   Management, NW, New World Realty Management,
                                   LLC, a Delaware limited liability company,
                                   RAP, RSVP and Frontline Capital Group, a
                                   Delaware corporation.

-------------------------------------------------------------------------------
"RSVP"                             shall mean Reckson Strategic Venture
                                   Partners, LLC, a Delaware limited liability
                                   company.

-------------------------------------------------------------------------------
"Sale Transaction"                 means any sale, assignment, transfer,
                                   distribution in kind or other disposition of
                                   all or substantially all of (i) the assets
                                   (including any debt) owned, directly or
                                   indirectly, by the Company, RSVP, RAP or any
                                   Platform or any of the subsidiaries and/or
                                   their Affiliates, or solely in the case of
                                   Student Housing or Catskills/Resorts, a
                                   "Sub-Platform", or (ii) any direct or
                                   indirect equity interest in the Company, RSVP
                                   or RAP, or any Platform owned directly or
                                   indirectly by the Company, RSVP or RAP
                                   (including by any merger or similar
                                   transaction effectuating such a transfer).

-------------------------------------------------------------------------------
"SBL"                              means Seth B. Lipsay.

-------------------------------------------------------------------------------
"SHS"                              means Steven H. Shepsman.

-------------------------------------------------------------------------------
"Tax Matters Partner"              means the Managing Member designated as such.

-------------------------------------------------------------------------------
"Transfer"                         shall have the meaning set forth in 2.05.

-------------------------------------------------------------------------------
"UBS Class A Sellers"              shall have the meaning ascribed to the term
                                   "Class A Sellers" in the UBS Restructuring
                                   Agreement.

-------------------------------------------------------------------------------
"UBS Restructuring Agreement"      means that certain Restructuring Agreement by
                                   and among RSVP, the Company, RAP, UBS Warburg
                                   Real Estate Securities, Inc., a Delaware
                                   corporation, and Stratum Realty Fund, L.P., a
                                   Delaware limited partnership, dated as of the
                                   date hereof, as amended and supplemented from
                                   time to time in accordance with its terms.

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


<PAGE>

                                  SCHEDULE B

                               Schedule of Members
<TABLE>
<CAPTION>

Member                         Class        Capital             Number of          Address
                                            Balance             Units

<S>                            <C>          <C>                     <C>         <C>
RSI Fund Management, LLC       A            $46.2 million           10,000      Address:

                                                                                c/o Reckson Services
                               B            $0                       6,667      Industries Inc.
                                                                                225 Broadhollow Road
                                                                                Melville, NY 11747-0983
                                                                                Attention: Chief Executive
                                                                                Officer

New World Realty, LLC          B            $0                       2,777      Address:

                                                                                60 Cuttermill Road, Suite 612
                                                                                Great Neck, NY 11021
                                                                                Attention:  Managing Director

                                                                                with a copy to:

                                                                                Paul, Hastings, Janofsky &
                                                                                Walker LLP
                                                                                75 E. 55th Street
                                                                                New York, NY  10022-3205
                                                                                Attention:  Frank Cannone,
                                                                                Esq. and Robert J. Wertheimer,
                                                                                Esq.

RSVP Management Partners, LLC  B            $0                         556      Address:

                                                                                60 Cuttermill Road
                                                                                Suite 612
                                                                                Great Neck, NY  11021
                                                                                Attention:  Chief Operating
                                                                                Officer
</TABLE>

<PAGE>


                                   SCHEDULE C

                            FORM OF JOINDER AGREEMENT

                  In consideration of the issuance to the undersigned of
__________ [Number] ________________________[Class or Series] Units of the
Company, the undersigned agrees that, as of the date written below, it shall
become a party to this Agreement, (as such Agreement may have been or may be
amended from time to time), by and among the Company and the Persons signatory
therein, and shall be fully bound by, and subject to, all of the covenants,
terms and conditions of the Agreement as though an original party thereto and
shall be deemed an additional Member for purposes thereof.

                               Executed as of the ____ day of _________, _____.



If the undersigned is an entity:
                                         -----------------------------
                                         [Printed Name of Entity]

                                     By:
                                         -------------------------------
                                         [Signature of authorized person]

                                 Name:   _______________________________

                                 Title:  _______________________________

If the undersigned is a natural person:  _______________________________


                                         -------------------------------
                                         [Printed Name of Natural Person]


<PAGE>




                                   SCHEDULE D

                           CERTAIN FEDERAL TAX MATTER

                                  Schedule D to
                              Amended and Restated
                       Limited Liability Company Agreement
                              of RSVP Holdings LLC

1. Allocation of Net Profits and Net Losses

         (a) Net Profits shall be allocated as follows:

                   (1) First, to the Members in the amount of and in proportion
to the excess, if any, of (x) the aggregate Net Losses allocated to each such
Member or any predecessor of such Member, pursuant to paragraph 1(b)(2) of this
Schedule D for all prior Fiscal Years minus (y) the aggregate Net Profits
allocated to such Member or any predecessor of such Member pursuant to paragraph
1(a)(1) of this Schedule D for all prior Fiscal Years;

                   (2) Second, to the Members in the amount of and in proportion
to the excess, if any, of (x) the aggregate Net Losses allocated to each such
Member or any predecessor of such Member, pursuant to paragraph 1(b)(1) of this
Schedule D for all prior Fiscal Years minus (y) the aggregate Net Profits
allocated to such Member or any predecessor of such Member pursuant to paragraph
1(a)(2) of this Schedule D for all prior Fiscal Years; and

                   (3) Third, pro rata, to the Class A Members, provided,
however, that gross income be allocated, pro rata, to the Class B Members or any
predecessor of such Member, in an amount equal to (x) the total cash actually
distributed to such Class B Members or any predecessor of such Member pursuant
to Section 5.01 of the Agreement for the current and all prior Fiscal Years
minus (y) the aggregate gross income allocated to such Member or any predecessor
of such Member pursuant to this paragraph 1(a)(3) of this Schedule D for all
prior Fiscal Years.

         (b) Net Losses shall be allocated as follows:

                   (1) First, to RSI until the aggregate amount of Net Losses
allocated under this paragraph 1(b)(1) of Schedule D equals Forty Million Two
Hundred Thousand Dollars ($40,200,000); and

                   (2) Second, to the Class B Members pro rata as follows: (i)
66.67% to RSI Management and its successors and assigns, (ii) 27.77% to NW and
its permitted successors and assigns, and (iii) 5.56% to Management Partners and
its permitted successors and assigns.

         (c) Notwithstanding the foregoing, any non-recourse debt of the Company
shall be allocated in a manner consistent with the rules set forth in Regulation
Sections 1.704 and 1.752 that will enable the Members to make use of the
allocations of Net Losses made pursuant to paragraph 1(b) of this Schedule D.

<PAGE>


         (d) Notwithstanding the foregoing, to the extent any Member guaranties
Company debt, such Member shall be allocated all items of loss, deduction and
expense with respect to such debt.

2. Capital Contributions; Capital Accounts

         (a) The provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Treasury Regulations Section
1.704-1(b), and shall be interpreted and applied in a manner consistent with
such Treasury Regulations.

         (b) Notwithstanding any provision of this Agreement to the contrary, it
is the intention of the Members that allocations be made in accordance with
Schedule D attached to the Agreement. To the extent the Company is required, for
any reason, to deviate from such allocations, the Managing Member shall
allocate, whenever possible, amounts of the Company's Net Profit or Net Loss to
the Members so that, after such allocations are made, each Member's Capital
Account balance is, to the extent possible, equal to the Capital Account balance
such Member would have had if the allocations made pursuant to paragraph 2(a)
hereof were not part of this Agreement and all Company items were allocated
pursuant to this Schedule D.

3.       Tax Matters

         (a) Administrative Matters.

                   The Company hereby designates the Managing Member as the "Tax
Matters Partner" for purposes of Code Section 6231 and the Regulations
promulgated thereunder. The Tax Matters Partner shall not take any action in
connection with any tax audit, contest or other similar proceeding involving the
Company without the consent or approval of a majority of the Managing Member
unless otherwise required by law. The Tax Matters Partner shall keep the Members
fully apprised of its activities in its capacity as the Tax Matters Partner and
shall promptly advise each Member upon receipt of any notice of audit
proceedings proposed to be conducted with respect to the Company.

         (b) Taxation As Partnership.

                   It is the intention of the Members that the Company shall be
taxed as a "partnership" for federal, state, local and foreign income tax
purposes. The Members shall take all reasonable actions, including the amendment
of this Agreement and the execution of other documents, as may reasonably be
required in order for the Company to qualify for and receive "partnership"
treatment for Federal, state, local and foreign income tax purposes. The books
and records of the Company shall be maintained in accordance with generally
accepted accounting principles, consistently applied, and Code Section 704(b)
and the Regulations promulgated thereunder.

         (c) Tax Elections.

                   Subject to Section 4.02(b) of the Agreement, all elections
permitted to be made by the Company under federal, state, local or foreign tax
laws, including, without

<PAGE>

limitation, the election under Code Section 754 to adjust the basis of Company
assets under Code Sections 734(b) and 743(b) shall be made by the Managing
Member in its discretion.

4. Definitions: For purposes of this Schedule D, the terms set forth below shall
have the following meanings:

         (a) "Capital Account" has the meaning set forth in Section 4.02(a) of
the Agreement.

         (b) "Code" means the Internal Revenue Code of 1986.

         (c) "Fiscal Year" means the 12-month period beginning on January 1 and
ending on December 31 of each year.

         (d) "Gross Asset Value" means, with respect to any asset, the adjusted
basis for federal income tax purposes, except as follows:

              (i) the initial Gross Asset Value of any asset contributed by a
     Member to the Company shall be the gross fair market value of such asset at
     the time of such contribution;

              (ii) the Gross Asset Values of all Company assets may, in the sole
     discretion of the Managing Member, be adjusted to equal their respective
     gross fair market values, as determined by the Managing Member, as of the
     following times: (A) the acquisition of an additional interest in the
     Company by any new or existing Member in exchange for more than a de
     minimis capital contribution; (B) the distribution by the Company to a
     Member of more than a de minimis amount of Company property as
     consideration for an interest in the Company; and (C) the liquidation of
     the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);
     provided, however, an adjustment described in clause (A) and (B) of this
     paragraph 4(d)(ii) shall be made only if the Managing Member reasonably
     determines that such adjustment is necessary to reflect the relative
     economic interest of the Members in the Company;

              (iii) the Gross Asset Value of any Company asset distributed to
     any Member shall be the gross fair market value of such asset on the date
     of distribution, as determined by the Managing Member; and

              (iv) the Gross Asset Values of Company assets shall be increased
     (or decreased) to reflect any adjustments to the adjusted basis of such
     assets pursuant to Code Sections 734(b) or 743(b), but only to the extent
     that such adjustments are taken into account in determining Capital
     Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and paragraph
     4(e)(vi) of this Schedule D; provided, however, that Gross Asset Values
     shall not be adjusted pursuant to this paragraph (iv) to the extent that an
     adjustment pursuant to paragraph (ii) above is required in connection with
     an transaction that would otherwise result in an adjustment pursuant to
     this paragraph 4(d)(iv).


<PAGE>

     If the Gross Asset Value of an asset has been determined or adjusted
     pursuant to paragraph 4(d)(ii) or 4(d)(iv) above, such Gross Asset Value
     shall thereafter be adjusted by the Depreciation taken into account with
     respect to such asset for purposes of computing Net Profits and Net Losses.

         (e) "Net Profits" and "Net Losses" means for each Fiscal Year or other
period, an amount equal to the Company's taxable income or loss for such year or
period, determined in accordance with Code Section 703(a) (for this purpose, all
items of income, gain, loss or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments (without duplication):

              (i) any income of the Company that is exempt from federal income
     tax and not otherwise taken into account in computing Net Profits and Net
     Losses shall be added to such taxable income or loss;

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

              (iii) in the event the Gross Asset Value of any Company asset is
     adjusted pursuant to paragraph 4(d)(ii) or 4(d)(iii) of the definition of
     Gross Asset Value herein the amount of such adjustment shall be taken into
     account as gain or loss from the disposition of such asset for purposes of
     computing Net Profits or Net Losses;

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

              (v) in lieu of the depreciation, amortization and other cost
     recovery deductions taken into account in computing such taxable income or
     loss, there shall be taken into account Depreciation for such Fiscal Year
     or other period, computed in accordance with the definition of Depreciation
     herein;

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

              (vii) notwithstanding any other provisions hereof, any items which
     are specially allocated pursuant to paragraph 2(b) of this Schedule D shall
     not be taken into account in computing Net Profit or Net Losses.


<PAGE>

     The amounts of items of Company income, gain, loss or deduction available
     to be specially allocated pursuant to paragraph 2(b) of this Schedule D
     shall be determined by applying rules analogous to those set forth in
     paragraphs 4(e)(i) through 4(e)(vii) above.

         (f) "Regulations" or "Treasury Regulations" means the Treasury
Regulations promulgated under the Code, as in effect from time to time.
























<PAGE>


                                 EXHIBIT 3.07(D)

                                 [ROFO EXAMPLES]

            Example 1   (95% Variance Standard) - Sale of Equity Interest

            Assumptions:

            (i) that a Platform owns assets worth $500 million, (ii) that
            Platform has $400 million of indebtedness, (iii) that the
            applicable Company owns a 50% equity interest in the Platform,
            and (iv) the Minimum Price for that Platform is $45 million.

            Example:

            A Company intends to sell its 50% equity interest in the
            Platform for $40 million. If NW does not exercise its ROFO,
            then the applicable Company shall have the right to enter into
            a Sale Transaction at a price not less than $38 million, $38
            million being calculated as the amount that is 95% of the $40
            million price offered pursuant to the ROFO.

            EXAMPLE 2   (92.5% Variance Standard) - Sale of Underlying Assets

            Assumptions:

            (i) that a Platform owns assets worth $500 million, (ii) that
            Platform has $400 million of indebtedness, (iii) that the
            applicable Company owns a 50% equity interest in the Platform,
            and (iv) the Minimum Price for that Platform is $45 million.

            Example:

            A Company intends to sell all of the assets of the Platform)
            for $480 million (subject to $400 million of indebtedness). If
            NW does not exercise its ROFO, then the applicable Company
            shall have the right to enter into a Sale Transaction for all
            of such assets at a price not less than $474,000,000 million,
            with $474,000,000 million being calculated as the sum of (i)
            the $400 million indebtedness, plus (ii) 92.5% of the
            difference between the gross price offered (i.e. $480 million)
            and the indebtedness (i.e. $400 million).


<PAGE>


                                    EXHIBIT I

                          FORM OF MANAGEMENT AGREEMENT

                             (Copy Attached Hereto)
































<PAGE>




                                                                 EXECUTION COPY

                               AMENDED AND RESTATED

                                LIMITED LIABILITY
                                COMPANY AGREEMENT
                                       OF
                               RSVP HOLDINGS, LLC
                           dated as of April ___, 2003





























<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                       <C>

ARTICLE I             GENERAL PROVISIONS.........................................................................2

         Section 1.01          Effectiveness.....................................................................2

         Section 1.02          Company Name......................................................................2

         Section 1.03          Registered Office, Registered Agent...............................................2

         Section 1.04          Nature of Business; Permitted Powers..............................................2

         Section 1.05          Fiscal Year.......................................................................2

         Section 1.06          Term..............................................................................2

         Section 1.07          Limitation on Member Liability....................................................3

         Section 1.08          Indemnification...................................................................3

         Section 1.09          Exculpation.......................................................................5

         Section 1.09          ..................................................................................5

         Section 1.10          Limitations on Fiduciary Duties...................................................5

         Section 1.11          [Intentionally Omitted]...........................................................5

         Section 1.12          Permitted Activities of NW........................................................5

         Section 1.13          Directors' and Officers' Insurance................................................6


ARTICLE II            CLASSES OF INTERESTS AND ADMISSION OF MEMBERS..............................................6

         Section 2.01          Classes...........................................................................6

         Section 2.02          Authorized Units..................................................................6

         Section 2.03          Members...........................................................................7

         Section 2.04          Schedule B........................................................................7

         Section 2.05          Transferability of Interests......................................................7


ARTICLE III           VOTING; MANAGEMENT; RIGHT OF FIRST OFFER...................................................7

         Section 3.01          Class A Member Voting Rights......................................................7

         Section 3.02          Class B Member Voting Rights......................................................8

         Section 3.03          Managing Member..................................................................10

         Section 3.04          Reliance by Third Parties........................................................10

         Section 3.05          Sale of Platforms or their Assets................................................10

         Section 3.06          Right of First Offer.............................................................11

         Section 3.07          Procedures for the ROFO..........................................................11

<PAGE>

         Section 3.08          Certain Company Affiliate Transactions...........................................13


ARTICLE IV            CONTRIBUTIONS AND CAPITAL ACCOUNTS........................................................14

         Section 4.01          Capital Accounts.................................................................14

         Section 4.02          Capital Accounts Adjustments.....................................................14

         Section 4.03          Withdrawal of Capital; Return of Capital; Deficit Balance in Capital
                               Account..........................................................................14

         Section 4.04          Additional Capital Contributions.................................................15

         Section 4.05          Invested Capital.................................................................15

         Section 4.06          Effect...........................................................................15


ARTICLE V             DISTRIBUTIONS.............................................................................15

         Section 5.01          Distributions of Cash Flow.......................................................15

         Section 5.02          Distributions in Kind............................................................16

         Section 5.03          [Intentionally Omitted]..........................................................16

         Section 5.04          [Intentionally Omitted]..........................................................16

         Section 5.05          Service Fee......................................................................16

         Section 5.06          Certain Payments Not Distributions...............................................16


ARTICLE VI            ALLOCATION RULES..........................................................................17

         Section 6.01          Reference to Schedule D..........................................................17


ARTICLE VII           RESIGNATION AND ASSIGNMENT OF INTERESTS...................................................17

         Section 7.01          Resignation of the Managing Member...............................................17

         Section 7.02          Resignation of Member............................................................17

         Section 7.03          No Distribution Upon Resignation.................................................17

         Section 7.04          Admission of Members.............................................................17

         Section 7.05          Amendment of Schedule B..........................................................18


ARTICLE VIII          DISSOLUTION...............................................................................18

         Section 8.01          Duration and Dissolution.........................................................18

         Section 8.02          Winding Up.......................................................................18

         Section 8.03          Distribution of Assets...........................................................19

         Section 8.04          No Dissolution...................................................................19

         Section 8.05          Notice of Liquidation............................................................19


                                      - ii -
<PAGE>

ARTICLE IX            MEMBERS...................................................................................20

         Section 9.01          Meetings; Notices................................................................20

         Section 9.02          Other Activities.................................................................20

         Section 9.03          No Agency........................................................................20

         Section 9.04          Access to and Confidentiality of Information; Records............................21


ARTICLE X             MISCELLANEOUS.............................................................................21

         Section 10.01         Amendment to the Agreement.......................................................21

         Section 10.02         Successors; Counterparts.........................................................21

         Section 10.03         Governing Law; Severability......................................................21

         Section 10.04         Specific Performance.............................................................22

         Section 10.05         Reports..........................................................................22

         Section 10.06         Headings.........................................................................23

         Section 10.07         [Intentionally Omitted]..........................................................23

         Section 10.08         Notices..........................................................................23

         Section 10.09         Confidentiality..................................................................23

         Section 10.10         Waiver...........................................................................24

         Section 10.11         Entire Agreement.................................................................24

         Section 10.12         Construction; Gender.............................................................24

</TABLE>

SCHEDULES

Schedule A - Defined Terms
Schedule B - Schedule of Members
Schedule C - Form of Joinder Agreement
Schedule D - Certain Federal Tax Matters

EXHBIITS

Exhibit 3.07(d) - ROFO Examples
Exhibit I - Form of Management Agreement




                                     - iii -