<PAGE>


                                                                    EXHIBIT 10.8


THE MEMBER INTERESTS REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS PURSUANT TO APPLICABLE EXEMPTIONS. WITHOUT
SUCH REGISTRATION, INTERESTS MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO
THE LIMITED LIABILITY COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
MANAGER OF THE LIMITED LIABILITY COMPANY THAT REGISTRATION IS NOT REQUIRED FOR
SUCH TRANSFER OR THE SUBMISSION TO THE MANAGER OF THE LIMITED LIABILITY COMPANY
OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE MANAGER TO THE EFFECT THAT
ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER. ADDITIONALLY, ANY SALE OR OTHER TRANSFER OF THE
INTERESTS IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THIS
OPERATING AGREEMENT.


                              AMENDED AND RESTATED
                               OPERATING AGREEMENT
                                       OF
                        LEVITT COMMERCIAL HIGH RIDGE LLC


         THIS AMENDED AND RESTATED OPERATING AGREEMENT ("Agreement") is made and
entered into effective as of the ___ day of ___________, 2002, by and among
LEVITT COMMERCIAL DEVELOPMENT LLC, a Florida limited liability company, f/k/a
Levitt Commercial LLC ("Manager") and LEVITT COMMERCIAL LLC, a Florida limited
liability company, f/k/a Levitt Commercial Development LLC ("Commercial"), 100
COMMERCE ROAD ASSOCIATES, INC., a Florida corporation ("CMSI"), THEODORE P.
CIACCIA, P.A. ("Ciaccia"), and NICHOLAS A. SOLIMINE, JR., P.A. ("Solimine")
(each of Commercial, CMSI, Ciaccia and Solimine are sometimes hereinafter
referred to individually as "Member" and collectively as "Members").

                               W I T N E S S E T H

         WHEREAS, Articles of Organization ("Articles") legally creating LEVITT
COMMERCIAL HIGH RIDGE LLC, a Florida limited liability company ("Company"), were
filed with the Department of State of the State of Florida, and the Articles are
approved and the filing thereof ratified; and

         WHEREAS, the Members desire to participate together as a limited
liability company formed under Chapter 608 of the Florida Statutes to engage in
the business described in Section 2.04 hereof; and


                                       1


<PAGE>

         WHEREAS, the Members previously entered into an Operating Agreement for
the Company dated as of __________, 2002; and

         WHEREAS, Manager and Commercial have changed their legal names since
the date of the execution of the original Operating Agreement, and the Members
desire to amend and restate the Operating Agreement so as to avoid any confusion
regarding the identity of the Members; and

         WHEREAS, the Members believe that, the best means to accomplish the
foregoing is to supersede any prior agreements or understandings among them by
setting forth in this Agreement all the terms, provisions, conditions and
covenants by which the Company will be governed.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

                                   ARTICLE I
                           INCORPORATION; DEFINITIONS

         1.01     Incorporation. The foregoing recitals are true and correct
and, together with any Schedules and Exhibits attached hereto, are hereby
incorporated herein and made a part hereof.

         1.02     Definitions. Capitalized terms used, but not otherwise
defined, herein shall have the meanings hereafter set forth.

         1.03     Adjusted Capital Account Deficit. With respect to any Member,
the deficit balance, if any, in such Member's Capital Account as of the end of
the relevant Fiscal Year, after giving effect to the following adjustments:

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

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

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

         1.04     Affiliate. When used with reference to a specified Member, (a)
any person who, directly or indirectly, through one or more intermediaries,
controls or is controlled by or is under common control with the specified
Member, (b) any person who is an officer of, partner in or trustee of, or serves
in a similar capacity with respect to, the specified Member or of which the
specified Member is an officer, partner or trustee, or with respect to which the
specified Member



                                       2


<PAGE>

serves in a similar capacity, or (c) any person who, directly or indirectly, is
the beneficial owner of more than ten percent (10%) of any class of equity
securities of, or otherwise has a substantial beneficial interest in, the
specified Member or of which the specified Member is directly or indirectly the
owner of more than ten percent (10%) of any class of equity securities or in
which the specified Member has a substantial beneficial interest.

         1.05     Agreement. This Operating Agreement or any restatements
hereof, as originally executed or amended from time to time.

         1.06     Available Cash. Cash funds of the Company, excluding cash
proceeds from a Capital Transaction, if any, and after provision for (i) payment
of all outstanding and unpaid current obligations, expenses and charges of the
Company as of such time (including all amounts of any principal or interest
payable with respect to any loans from Members and compensation to any Members
that have provided services to the Company); and (ii) Reserves as determined by
the Manager for the management and operation of the Company's business,
determined from time to time by the Manager to be available for distribution to
the Members. Available Cash shall include the proceeds from sales of property in
the ordinary course of business.

         1.07     Capital Account. An account that, throughout the full term of
the Company, shall be established, determined and maintained separately for each
Member in accordance with the following provisions:

                  (a)      To each Member's Capital Account there shall be
credited such Member's Capital Contributions, such Member's distributive share
of Profits and any items in the nature of income or gain which are specially
allocated pursuant to Sections 4.05 or 4.06 hereof, and the amount of any
Company liabilities assumed by such Member or which are secured by any Company
property distributed to such Member.

                  (b)      To each Member's Capital Account there shall be
debited the amount of cash and the value of any Company property distributed to
such Member pursuant to any provision of this Agreement, such Member's
distributive share of Losses and any items in the nature of expenses or losses
which are specially allocated pursuant to Sections 4.05 or 4.06 hereof, and the
amount of any liabilities of such Member assumed by the Company or which are
secured by any property contributed by such Member to the Company.

                  (c)      In the event all or a portion of an interest in the
Company is transferred in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
it relates to the transferred interest.

                  (d)      In determining the amount of any liability for
purposes of (i) and (ii) of this definition, there shall be taken into account
Code Section 752(c) and any other applicable provisions of the Code and
Regulations.

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



                                       3
<PAGE>


         1.08     Capital Contribution. The amount of cash or the agreed fair
market value of property or services contributed by each Member to the capital
of the Company, as reflected in the books of the Company. The initial Capital
Contributions are as described in Schedule A hereof.

         1.09     Capital Transaction. An Interim Capital Transaction or a
Terminating Capital Transaction. Capital Transactions shall exclude sales of
property in the ordinary course of business.

         1.10     Code. The Internal Revenue Code of 1986, as amended from time
to time, or any corresponding provision or provisions of any federal internal
revenue law enacted in substitution of the Internal Revenue Code of 1986.

         1.11     Company. LEVITT COMMERCIAL HIGH RIDGE LLC, a Florida limited
liability company.

         1.12     Company Accountants. Such independent accountants as may be
selected, from time to time, by the Manager.

         1.13     Event of Dissolution. Any of the events that result in a
dissolution of the Company as set forth in Section 9.01 hereof.

         1.14     Fiscal Year. The calendar year.

         1.15     Gross Asset Value. With respect to any asset, the asset's
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, as agreed upon by the contributing Member and the Manager;

                  (ii)     The Gross Asset Values of all Company assets shall be
adjusted to equal their respective gross fair market values, as determined by
the Manager as of the following times: (1) 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; (2) the distribution by the Company to a
Member of more than a de minimis amount of property as consideration for an
interest in the Company; and (3) the liquidation of the Company within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that
adjustments pursuant to clauses (1) and (2) shall be made only if the Manager
reasonably determines that such adjustments are necessary or appropriate to
reflect the relative economic interests of the Members in the Company;

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


                                       4

<PAGE>


                  (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 Section 734(b) or Code Section 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 Section
4.05(i) hereof; provided, however, that Gross Asset Values shall not be adjusted
to the extent the Manager determines that an adjustment pursuant to subparagraph
(ii) of this definition is necessary or appropriate in connection with a
transaction that would otherwise result in an adjustment pursuant to this
subparagraph.

         If the Gross Asset Value of an asset has been determined or adjusted
pursuant to subparagraphs (i), (ii) or (iii) of this definition, such Gross
Asset Value shall thereafter be adjusted by the Depreciation taken into account
with respect to such asset for purposes of computing Profits and Losses.

         For purposes of the foregoing provision, "Depreciation" means, for each
Fiscal Year, an amount equal to the depreciation, amortization or other cost
recovery deduction allowable with respect to an asset for such Fiscal Year,
except that if the Gross Asset Value of an asset differs from its adjusted basis
for federal income tax purposes at the beginning of such Fiscal Year,
Depreciation shall be an amount which bears the same ratio to such beginning
Gross Asset Value as the depreciation, amortization or other cost recovery
deduction for income tax purposes for such Fiscal Year bears to such beginning
adjusted tax basis; provided, however, that if the adjusted basis for income tax
purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation
shall be determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the Manager.

         1.16     Interim Capital Transaction. A transaction pursuant to which
the Company borrows funds or refinances existing debt, a sale, condemnation,
exchange, abandonment or other disposition of a portion (which is less than
substantially all) of the assets of the Company, an insurance recovery or any
other transaction, other than a Terminating Capital Transaction, that, in
accordance with generally accepted accounting principles, is considered capital
in nature.

         1.17     Law. The Florida Limited Liability Company Act, as amended
from time to time.

         1.18     Look-Back IRR. An internal rate of return for Commercial equal
to an interest rate of twenty two and one half percent (22.5%), compounded
annually, that causes the discounted present value of all distributions of
Available Cash and Net Proceeds of Capital Transactions to Commercial to equal
the discounted present value of the total of the initial and any additional
Capital Contributions made by Commercial. The calculation of the Look-Back IRR
shall not take into account any federal, state or local income taxes imposed on
Commercial as a result of receiving such distributions or on Commercial's share
of the taxable income of the Company. Determination of the "Look-Back IRR" shall
be done by the Company's Accountant. By way of example of the calculation of the
Look-Back IRR, assume that the aggregate initial and additional Capital
Contributions of Commercial is $1,000,000, which for these purposes assume was
contributed on the first day of the first year of the calculation period, that a
distribution of $500,000 is made on the last day of the second year of the
calculation period, and a distribution of $500,000 is made on the last day of
the third year of the calculation period. In order to



                                       5
<PAGE>


achieve the Look-Back IRR, a distribution of $889,000 will need to be made on
the last day of the fourth year of the calculation period.

         1.19     Manager. Levitt Commercial Development LLC shall serve as
Manager.

         1.20     Manager's Development Fee. An amount equal to $175,000,
payable at the rate of $29,167 per month for the six months following the
acquisition of the Property. In the event that the Manager's Development Fee is
not paid in any month, the past due amount shall accrue interest at the rate of
10% per annum. The Manager's Development Fee shall be an amount described in
Code Section 707(a).

         1.21     Member Interest or Interests. The entire ownership interest of
a Member in the Company at any particular time, including such Member's rights
to any and all distributions, allocations and other incidents of participation
in the Company to which such Member may be entitled as provided in this
Agreement and under applicable law, together with the obligations of such Member
to comply with all of the terms and provisions of this Agreement and the Law,
and further including its Capital Account hereunder.

         1.22     Member Minimum Gain. An amount, with respect to each Member
Nonrecourse Debt, equal to the Company Minimum Gain that would result if such
Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in
the same manner as "partner minimum gain" pursuant to Regulation Section
1.704-2(i).

         1.23     Member Nonrecourse Debt. Any nonrecourse debt (for the
purposes of Regulation Section 1.1001-2) of the Company for which no Member
bears the "economic risk of loss" within the meaning of Regulation Section
1.752-2.

         1.24     Member Nonrecourse Deductions. These shall have the meaning
set forth in Treasury Regulation Section 1.704-2(i) for "partner nonrecourse
deductions." The amount of Member Nonrecourse Deductions with respect to Member
Nonrecourse Debt for any Fiscal Year equals the excess, if any, of (a) the net
increase, if any, in the amount of Member Minimum Gain attributable to such
Member Nonrecourse Debt during such Fiscal Year, over (b) the aggregate amount
of any Distributions during that Fiscal Year to the Member that bears the
economic risk of loss for such Member Nonrecourse Debt to the extent such
distributions are from the proceeds of such Member Nonrecourse Debt and are
allocable to an increase in Member Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i).

         1.25     Member Percentages. The respective percentage interest of each
Member in the Company as set forth on Schedule A hereto.

         1.26     Nonrecourse Deductions. Deductions of the Company described in
Section 1.704-2(b)(1) of the Regulations.

         1.27     Nonrecourse Liability. A liability of the Company described in
Sections 1.704-2(b)(3) and 1.752-1(a)(2) of the Regulations.



                                       6
<PAGE>


         1.28     Person. Any individual, partnership, corporation, limited
liability company, trust or other entity.

         1.29     Preferred Return. Preferred Return means an amount determined
by multiplying ten percent (10%) per annum by the average monthly balance of a
Member's Unreturned Capital, cumulative and not compounded, which amount shall
commence to accrue as of the date a Member makes its Capital Contribution to the
Company as specified in Article III hereof.

         1.30     Profits and Losses. Profits and Losses means, for each Fiscal
Year, an amount equal to the Company's taxable income or loss for such Fiscal
Year, including gain or loss from Capital Transactions, 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:

                  (a)      Any income of the Company that is exempt from federal
income tax and not otherwise taken into account in computing Profits or Losses
pursuant to this definition of "Profits" and "Losses" shall be added to such
taxable income or loss;

                  (b)      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 Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken
into account in computing Profits or Losses pursuant to this definition of
"Profits" and "Losses" shall be subtracted from such taxable income or loss;

                  (c)      In the event the Gross Asset Value of any Company
asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of
"Gross Asset Value," the amount of such adjustment shall be taken into account
as gain or loss from the disposition of such asset for purposes of computing
Profits or Losses;

                  (d)      Gain or loss resulting from any disposition of
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;

                  (e)      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,
computed in accordance with the definition of "Depreciation";

                  (f)      To the extent an adjustment to the adjusted tax basis
of any Company asset pursuant to Code Section 734(b) or Code Section 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 complete liquidation of a Member's Member Interest, the amount of such
adjustment shall be treated as an item of gain (if the adjustment increases the
basis of the asset) or loss (if the adjustment decreases the basis of the asset)
from the disposition of the asset and shall be taken into account for purposes
of computing Profits or Losses; and


                                       7
<PAGE>


                  (g)      Any items which are specially allocated pursuant to
Sections 4.05 or 4.06 shall not be taken into account in computing Profits or
Losses.

         The amounts of the items of Company income, gain, loss or deduction
available to be specially allocated pursuant to Section 4.05 shall be determined
by applying rules analogous to those set forth in subparagraphs (i) through (vi)
above.

         1.31     Required Vote. The affirmative vote of the Members entitled to
vote having, in the aggregate, fifty-one percent (51%) or more of the Member
Percentages of all of the Members entitled to vote.

         1.32     Reserves. Reserves shall mean, with respect to any fiscal
period, funds set aside during such period which shall be maintained in amounts
deemed sufficient by the Manager for working capital, to pay taxes, insurance,
debt service, replacements, capital improvements or repairs, contingent
liabilities, or other costs and expenses, incident to the ownership or operation
of the Property.

         1.33     Stipulated Rate. The rate of interest, calculated annually,
equal to two percent (2%) per annum plus the annual rate of simple interest
reported from time to time by the Wall Street Journal as the "Prime Rate," but
not higher than the highest nonusurious rate of simple interest for commercial
loans under applicable law, nor lower than the lowest interest rate that may be
charged without causing the imputation of interest for federal income tax
purposes.

         1.34     Terminating Capital Transaction. A sale, condemnation,
exchange or other disposition, whether by foreclosure, abandonment or otherwise,
of all or substantially all of the then remaining assets of the Company or a
transaction that will result in a dissolution of the Company.

         1.35     Transfer. The sale, transfer, assignment, syndication, pledge,
hypothecation, encumbrance or other disposition, either voluntarily,
involuntarily, by operation of law or otherwise.

         1.36     Treasury Regulations or Regulations. The Regulations
interpreting the Code promulgated by the United States Treasury Department.

         1.37     Unpaid Preferred Return. As of any date, the Preferred Return
that has been accrued but not paid to the Members.

         1.38     Unreturned Capital. Unreturned Capital means, with respect to
each Member, at any given time, the excess of (a) the Capital Contributions made
by such Member to the Company, over (b) all distributions made to such Member
pursuant to Subsection 4.02(b) hereof.

                                   ARTICLE II
                       CONTINUATION, NAME, BUSINESS, TERM

         2.01     Continuation. The Members hereby continue the Company for the
purposes set forth herein. The Members shall execute any and all certificates or
other documents, and take




                                       8
<PAGE>

whatever action is required, in order to authorize the Company to conduct
business as a limited liability company under the Law. The rights and
liabilities of the Members shall be as provided in the Articles and the Law,
except as otherwise provided herein.

         2.02     Name. The business of the Company shall be conducted under the
name of the Company.

         2.03     Principal Place of Business; Recordkeeping Office. The
principal place of business for the transaction of the business of the Company
shall be at such location as hereinafter may be determined by the Manager.

         2.04     Purposes of the Company. Subject to the provisions of Article
X hereof, the purpose for which the Company was organized and is hereby
continued is to acquire, own, hold, manage, operate, improve, lease, maintain
and repair, construct improvements thereon, sell or otherwise dispose of and
mortgage or otherwise encumber, certain commercial real property, consisting of
land and buildings described as approximately 70,000 square feet of speculative
flex warehouse development at I-95 and Commerce Drive in Boynton Beach, Florida
(collectively, the "Property"), together with related assets; and doing all
things incidental thereto, which may include the sale of parcels of the Property
in the ordinary course of business ("Company's Business"). The Property as fully
developed is sometimes referred to herein as the "Project." Without in any way
limiting the generality of the foregoing, the Company may: (i) enter into,
perform and carry out contracts and agreements, or as may be necessary,
appropriate or incidental to the accomplishment of the purposes of the Company;
(ii) sell, exchange, lease, mortgage or otherwise dispose of all or any part of
the properties and assets of the Company for cash, stock, other securities or
other property or any combination thereof; (iii) borrow money and evidence the
same by notes or other evidences of indebtedness and secure the same with liens
on all or any portion of the assets of the Company in furtherance of any of or
all of the purposes of the Company; and (iv) do all other acts and things which
may be necessary, appropriate or incidental to the carrying out of the business
and purposes of the Company.

         2.05     Scope and Jurisdiction. The Company is authorized to engage in
all business permitted by the Law. If the Company qualifies to do business in a
foreign jurisdiction, then it may transact all business permitted in that
jurisdiction. There is no jurisdictional restriction upon the property or
activity of the Company.

         2.06     Term. The term of the Company as a limited liability company
shall commence with the filing of the Articles, and shall continue in full force
and effect until terminated in accordance with Article IX of this Agreement or
as otherwise provided by the Law.

         2.07     Title. Legal title to Company property, whether real, personal
or mixed, shall be held in the name of the Company.

                                  ARTICLE III
                          CAPITAL CONTRIBUTIONS; LOANS

         3.01     Initial Capital Contributions.


                                       9
<PAGE>


                  (a)      The Members shall make or have made the following
initial Capital Contributions to the Company:

                           (i)      CMSI - $175,000. CMSI acknowledges that it
has received the amount of its required contribution through a loan from
Commercial (or an Affiliate of Commercial), which loan accrues simple interest
at 10% per annum ("CMSI Loan"). CMSI hereby grants to Commercial (or its
affiliated lender) a security interest in its Member Interest, and agrees to
execute and deliver such further documents as Commercial may request to evidence
and perfect the foregoing. Further, CMSI hereby agrees that any and all general
contractor fees that it may receive in connection with the construction of the
Property pursuant to the GC Agreement shall be paid to Commercial (or its
affiliated lender) until the CMSI Loan has been paid in full. In the event that
CMSI shall be in default under the terms of the "GC Agreement" (as defined in
Section 5.06 hereof), and if under the terms of the GC Agreement the Company
shall exercise its right to replace CMSI as the general contractor for the
Project, then the Member Percentages shall be recalculated pursuant to the
provisions of Section 3.02(d) hereof, with (a) the Capital Contribution of CMSI
being an amount equal to the total amount of general contractor fees theretofore
paid by CMSI to Commercial (or its affiliated lender) as a repayment of the CMSI
Loan, less any sums expended by or on behalf of the Company as a result of the
default by CMSI under the GC Agreement, and (b) the Capital Contribution of
Commercial shall be increased by an amount equal to $175,000 less all general
contractor fees previously paid by CMSI to Commercial (or its affiliated lender)
under this subsection as a repayment of the CMSI Loan.

                           (ii)     Ciaccia - $17,500.

                           (iii)    Solimine - $17,500.

                           (iv)     Commercial - The sum of $738,219, which is
the amount required to be contributed such that the aggregate of the initial
Capital Contributions of all of the Members shall be equal to the equity
requirements under the total cost budget attached hereto as Exhibit A. In the
event that under the terms of the acquisition and development financing obtained
by the Company ("A&D Loan") the total equity requirement under the total cost
budget shall be modified, then the amount of the capital to be contributed by
Commercial shall also be correspondingly modified; provided, however, in no
event shall the amount of the initial Capital Contribution of Commercial be
adjusted as a result of any cost overruns during the course of construction, or
any other matter subsequent to the closing under the A&D Loan. The initial
Capital Contribution of Commercial shall be further increased by the amount of
all funds expended by Commercial in connection with the formation of the Company
and the development of the Property, whether incurred prior or subsequent to the
date of the formation of the Company. Commercial also agrees to guaranty the A&D
Loan. To the extent available under the A&D Loan, Commercial shall be reimbursed
for all funds expended in excess of the required initial Capital Contribution of
$738,219.

                  (b)      The Manager shall set forth the amount of each
Member's contributions on Schedule A, attached hereto. Schedule A shall be
modified by the Manager to reflect any additional contributions or additional
Members admitted to the Company.



                                       10
<PAGE>


                  (c)      The initial Member Percentages of the Members shall
be as set forth on Schedule A hereto, and the Manager shall revise Schedule A to
reflect any adjustments to the Member Percentages as provided herein. The Member
Percentages may be adjusted so that the Member Percentage of each Member shall
be a fraction expressed as a percentage, the numerator of which is equal to such
Member's "Adjusted Capital" (as hereinafter defined), and the denominator of
which is equal to the aggregate Adjusted Capital of all of the Members. The
"Adjusted Capital" of each Member other than Commercial shall be equal to the
actual Capital Contributions of such Member. The "Adjusted Capital" of
Commercial shall be equal to the greater of (i) the actual Capital Contributions
of Commercial, or (ii) 25% of the budgeted total cost of the Project as set
forth on Exhibit A hereto, less the actual Capital Contributions of the
remaining Members. The foregoing provision is intended by the Members to provide
a benefit to Commercial if it is successful in obtaining for the Company an
acquisition and development loan that has a "loan to cost" ratio in excess of
75%.

         3.02     Additional Capital Contributions.

                  (a)      Additional Capital Contributions shall be made in
such manner and in such amounts as shall be determined by the Manager as being
necessary or appropriate to fund all expenses associated with the Company's
Business ("Additional Contributions"), which Additional Contributions shall be
made by the Members, pro rata, in accordance with their respective Member
Percentages. The Additional Contributions shall be made by the Members within
twenty (20) days following the date of determination that such Additional
Contributions are to be made.

                  (b)      In the event that a Member fails to make all or any
portion of that Member's share of the Additional Contributions within five (5)
business days after such determination that such Additional Contributions are
due, then such Member shall be in "Default" of these Regulations ("Defaulting
Member"). In the event of such Default, the other Member(s) may elect to advance
as a loan to the Defaulting Member an amount equal to the Additional
Contributions that the Defaulting Member failed to make ("Default Loan"). The
Member(s) electing to make a Default Loan is sometimes hereinafter referred to
as the "Lending Member." In the event the Lending Member has advanced such
monies to the Company as a Default Loan to the Defaulting Member, then and in
such event the following shall be applicable: (i) such Default Loan shall be a
demand loan which shall bear interest at eighteen percent (18%) per annum
("Default Rate"); (ii) all monies to which the Defaulting Member is otherwise
entitled from the Company, whether in its capacity as member or lender, shall be
paid by the Company to the Lending Member as repayment of such Default Loan, and
applied to the costs and expenses of the Lending Member, including attorneys'
fees and costs with respect to such Default Loan, secondly towards accrued and
unpaid interest, and finally towards the outstanding principal balance; (iii)
the Default Loan shall be secured by the Member Interest owned by the Defaulting
Member, and (iv) the Default Loan may be called in whole or in part anytime.

                  (c)      In the event the Lending Member shall make the
Default Loan and in the further event that the Defaulting Member shall have
failed to fully cure the Default hereunder by paying the Default Loan, together
with interest thereon at the Default Rate from the date such Default Loan was
due until the date of the election by the Lending Member to take advantage of



                                       11
<PAGE>


the provisions of this Section 3.02, the Lending Member shall have the right
(which shall only be elected in writing) to convert all or any portion of the
Default Loan (including interest which has accrued thereon) to the capital of
the Company, whereupon the Member Interest of the Lending Member shall be
proportionately and permanently increased and the Member Interest of the
Defaulting Member shall be proportionately and permanently reduced in the manner
set forth in Section 3.02(d) below. Notwithstanding anything contained herein to
the contrary, the Lending Member shall give the Defaulting Member three (3)
days' written notice of its intention to invoke the provisions of Section
3.02(d) below, during which time the Defaulting Member shall have the right to
satisfy in full the then outstanding principal balance, together with any
accrued but unpaid interest, of the Default Loan owing to the Lending Member.

                  (d)      In the event that the Lending Member shall determine
to convert all or any portion of the Default Loan to the capital of the Company
pursuant to Section 3.02(c) above, the Member Interests of the Lending Member
and the Defaulting Member shall be redetermined pursuant hereto so that each
Member's redetermined Member Percentage shall be equal to the product of the
total Member Percentages of the Lending Member and the Defaulting Member, and a
fraction, the numerator of which shall be equal to any Capital Contributions of
such Member (including the Member's Adjusted Capital amount), plus one hundred
ten percent (110%) of any Default Loans theretofore made by such Member, and the
denominator of which is equal to the Capital Contributions of the Lending Member
and the Defaulting Member (including each Member's Adjusted Capital amount), and
one hundred ten percent (110%) of any Default Loans theretofore made by the
Lending Member.

         3.03     Loans.

                  (a)      Subject to the limitations provided herein, in the
event that at any time or from time to time additional funds in excess of the
Capital Contributions of the Members are required by the Company for or in
respect of its business or any of its obligations, expenses, costs, liabilities
or expenditures, the Manager may, but shall not be obligated to, apply on behalf
of the Company to borrow such required additional funds, with interest payable
at the then prevailing rates, from commercial banks, savings and loan
associations or other lending institutions. Any Member may, but is not required
to, provide security or personal guarantees for such loans, in exchange for
which such Member may be compensated in such amount as shall be agreed to by the
Manager.

                  (b)      In the event that the Manager is unable or chooses
not to cause the Company to borrow said required additional funds from a
commercial bank, savings and loan association or other lending institution, any
Member (or an Affiliate of any Member) may, but is not required to, lend such
funds to the Company. In the event that a Member elects to provide the
additional funds in the form of a loan to the Company, any such loan shall be
evidenced by a negotiable promissory note of the Company and shall bear interest
at a rate per annum equal to the Stipulated Rate. In no event shall any such
loan bear interest at a rate in excess of the highest lawful nonusurious rate
permitted by the law applicable to the loan. Any change in the Stipulated Rate,
shall automatically result in a change in the rate of interest charged to the
Company in respect of the respective loan. Any interest paid pursuant to this
Paragraph shall be deemed an expense of the Company and repayment of such
loan(s) shall not affect the Capital


                                       12


<PAGE>

Account of the Member. All loans made by a Member shall be and are hereby
declared to be secured by a lien upon the assets of the Company, subject only to
any prior liens granted to third party lenders. This provision is not intended
to be for the benefit of any creditor or other Member (other than a Member in
its capacity as a Member) to whom any debts, liabilities or obligations are owed
by the Company or any of the Members.

         3.04     Other Matters Relating to Capital and Loans.

                  (a)      Interest earned on Company funds shall inure solely
to the benefit of the Company, and, except as specifically provided herein, no
interest shall be paid upon any contributions or advances to the capital of the
Company or upon any undistributed or reinvested income or profits of the
Company.

                  (b)      The Capital Contributions of the Members shall be
utilized for carrying out the purposes of the Company as set forth in this
Agreement and for payment of any expenses incurred in connection therewith,
including payment or reimbursement of expenses paid or incurred on behalf of the
Company whether prior or subsequent to the execution of this Agreement.

                  (c)      Loans by a Member to the Company (including those
arising by virtue of payment under a guaranty or indemnity of the Company
obligations) shall not be considered contributions to the capital of the Company
and shall not increase the Capital Account of the lending Member.

                  (d)      Except as specifically provided herein, no Member
shall be entitled to withdraw its Capital Contribution, or to a return of any
part of his Capital Contribution or to receive property or assets other than
cash in return thereof without the consent of the Manager, and the Manager shall
not be liable for the return of all or any portion of the Members' Capital
Contributions.

                  (e)      No Member shall be entitled to priority over any
other Member, either with respect to a return of his Capital Contribution or to
allocations of taxable income, gains, losses or credits, or to distributions,
except as provided in this Agreement.

                                   ARTICLE IV
                          ALLOCATIONS AND DISTRIBUTIONS

         4.01     Distribution of Available Cash and Net Proceeds from Interim
Capital Transactions. Available Cash and Net Proceeds from Capital Transactions
shall be distributed to the Members quarterly (if funds are available for same)
or as more frequently determined by the Manager and shall be distributed as
follows:

                  (a)      First, to the Manager its then due and unpaid
Manager's Development Fee, including any interest accrued thereon;


                                       13


<PAGE>


                  (b)      Second, to Members pro rata in accordance with their
respective Unpaid Preferred Returns, until the Unpaid Preferred Return of the
Members, if any, is reduced to zero;

                  (c)      Third, to the Members pro rata in accordance with
their respective Unreturned Capital balances, until the Unreturned Capital
balances of all of the Members, if any, is reduced to zero;

                  (d)      Fourth, to Commercial until such time as Commercial
has received its Look Back IRR;

                  (e)      Fifth, to all of the Members other than Commercial,
pro rata in accordance with their relative Member Percentages, until the
relative amounts of all distributions under this subsection 4.01(e) and
subsection 4.01(d) above shall be in proportion to the Members' Member
Percentages; and

                  (f)      Finally, to the Members, pro rata in accordance with
their respective Member Percentages.

         4.02     Distribution in Cash Only. No Member shall have the right to
demand or receive property from the Company for any reason whatsoever and no
Member shall have the right to sue for partition of the Company or of the
Company's assets.

         4.03     Allocations of Profits and Losses. Profits and Losses shall be
allocated in the following order of priority:

                  (a)      Any Profits shall be allocated as follows:

                           (i)      first, to the Members in an amount equal to
and in proportion to the net cumulative Losses (aggregate Losses in excess of
aggregate Profits) allocated to the Members since the date of this Agreement;

                           (ii)     then, to the Members, pro rata in accordance
with the relative amounts distributed to the Members pursuant to Sections
4.01(b), (d) and (e), and Sections 9.02(a)(iv), (vi) and (vii) hereof; and

                           (iii)    finally, to the Members, pro rata in
accordance with their respective Member Percentages.

                  (b)      Any Losses shall be allocated:

                           (i)      first, to the Members in an amount equal to
and in proportion to the net cumulative Profits (aggregate Profits in excess of
aggregate Losses) allocated to the Members subsequent to the date of this
Agreement;

                           (ii)     next, to the Members, pro rata in accordance
with their respective positive Capital Account balances; and


                                       14
<PAGE>

                           (iii)    finally, to the Members, pro rata in
accordance with their respective Member Percentages.

         4.04     Special Allocations. The following special allocations shall
be made in the following order:

                  (a)      Minimum Gain Chargeback. Except as otherwise provided
in Section 1.704-2(f) of the Regulations, and notwithstanding any other
provision of this Article IV, if there is a net decrease in Company Minimum Gain
during any Fiscal Year, each Member shall be specially allocated items of
Company income and gain for such Fiscal Year (and, if necessary, subsequent
Fiscal Years) in an amount equal to such Member's share of the net decrease in
Company Minimum Gain, determined in accordance with Regulations Section
1.704-2(g). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section
is intended to comply with the minimum gain chargeback requirement in Section
1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

                  (b)      Member Minimum Gain Chargeback. Except as otherwise
provided in Section 1.704-2(i)(4) of the Regulations and notwithstanding any
other provision of this Article IV, if there is a net decrease in Member
Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during
any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt
Minimum Gain attributable to such Member Nonrecourse Debt, determined in
accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially
allocated items of Company income and gain for such Fiscal Year (and, if
necessary, subsequent Fiscal Years) in an amount equal to such Member's share of
the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such
Member Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section is
intended to comply with the minimum gain chargeback requirement in Section
1.704-2(i)(4) of the Regulations and shall be interpreted consistently
therewith.

                  (c)      Qualified Income Offset; Loss Limitation.

                           (i)      If any Member unexpectedly receives any
adjustment, allocation, or distribution described in Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a deficit capital
account balance in such Member's Capital Account (as determined in accordance
with such Regulations), items of Company income and gain shall be allocated to
such Member in an amount and manner sufficient to eliminate, to the extent
required by the Regulations, the Adjusted Capital Account Deficit of such Member
as quickly as possible, provided that such allocations shall be made only if and
to the extent that such Member would have an Adjusted Capital Account Deficit
after all other allocations provided for in this Article IV have been
tentatively made as if this Section were not in the Agreement. This provision is


                                       15
<PAGE>

intended to be a "qualified income offset," as defined in Regulation Section
1.704-1(b)(2)(ii)(d), such Regulations being specifically incorporated herein by
reference.

                           (ii)     The Losses allocated pursuant to Section
4.04 hereof shall not exceed the maximum amount of Losses that can be so
allocated without causing any Member to have an Adjusted Capital Account Deficit
at the end of any Fiscal Year. In the event some but not all of the Members
would have Adjusted Capital Account Deficits as a consequence of an allocation
of Losses pursuant to Section 4.03, the limitation set forth in this Subsection
shall be applied on a Member by Member basis so as to allocate the maximum
permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the
Regulations.

                  (d)      Gross Income Allocation. In the event any Member has
a deficit Capital Account at the end of any Fiscal Year which is in excess of
the sum of (i) the amount such Member is obligated to restore pursuant to any
provision of this Agreement, and (ii) the amount such Member is deemed to be
obligated to restore pursuant to the penultimate sentences of Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially
allocated items of Company income and gain in the amount of such excess as
quickly as possible, provided that an allocation pursuant to this Section shall
be made only if and to the extent that such Member would have a deficit Capital
Account in excess of such sum after all other allocations provided for in this
Article IV have been made as if Section 4.04(c) hereof and this Section were not
in this Agreement.

                  (e)      Nonrecourse Deductions. Nonrecourse Deductions for
any Fiscal Year shall be specially allocated based upon their respective Member
Percentages.

                  (f)      Member Nonrecourse Deductions. Any Member Nonrecourse
Deductions for any Fiscal Year shall be specially allocated to the Member who
bears the economic risk of loss with respect to the Member Nonrecourse Debt to
which such Member Nonrecourse Deductions are attributable in accordance with
Regulations Section 1.704-2(i)(1).

                  (g)      Excess Nonrecourse Liabilities. Solely for purposes
of determining a Member's proportionate share of the "excess nonrecourse
liabilities" of the Company within the meaning of Regulations Section
1.752-3(a)(3), the Members' interests in Company profits are based upon their
respective Member Percentages.

                  (h)      Distributions with Respect to Nonrecourse
Liabilities. To the extent permitted by Section 1.704-2(h)(3) of the
Regulations, the Manager shall endeavor to treat distributions of Available Cash
as having been made from the proceeds of a Nonrecourse Liability or a Member
Nonrecourse Debt only to the extent that such distributions would not cause or
increase an Adjusted Capital Account Deficit for any Member.

                  (i)      Section 754 Adjustments. To the extent an adjustment
to the adjusted tax basis of any Company asset pursuant to Code Section 734(b)
or Code Section 743(b) is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be
taken into account in determining Capital Accounts as the result of a
distribution to a Member in complete liquidation of its interest in the Company,
the amount of




                                       16
<PAGE>


such adjustment to Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis) and such gain or loss shall be specially allocated to the
Members in accordance with their interests in the Company in the event that
Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom
such distribution was made in the event that Regulations Section
1.704-1(b)(2)(iv)(m)(4) applies.

         4.05     Curative Allocations. The allocations set forth in Section
4.04 (the "Regulatory Allocations") are intended to comply with certain
requirements of the Regulations. It is the intent of the Members that, to the
extent possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of other items of Company
income, gain, loss or deduction pursuant to this Section. Therefore,
notwithstanding any other provision of this Article IV (other than the
Regulatory Allocations), the Members shall make such offsetting special
allocations of Company income, gain, loss or deduction in whatever manner it
determines appropriate so that, after such offsetting 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 Regulatory Allocations
were not part of the Agreement and all Company items were allocated pursuant to
Section 4.03.

         4.06     Tax Allocations:  Code Section 704(c).

                  (a)      In accordance with Code Section 704(c) and the
Regulations thereunder, income, gain, loss, and deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial Gross Asset Value (computed in accordance with
subparagraph (i) of the definition of "Gross Asset Value").

                  (b)      In the event the Gross Asset Value of any Company
asset is adjusted pursuant to subparagraph (ii) of the definition of "Gross
Asset Value," subsequent allocations of income, gain, loss, and deduction with
respect to such asset shall take account of any variation between the adjusted
basis of such asset for federal income tax purposes and its Gross Asset Value in
the same manner as under Code Section 704(c) and the Regulations thereunder.

                  (c)      Any elections or other decisions relating to such
allocations shall be made by the Manager in any manner that reasonably reflects
the purpose and intention of this Agreement. Allocations pursuant to this
Section are solely for purposes of federal, state, and local taxes and shall not
affect, or in any way be taken into account in computing, any Member's Capital
Account or share of Profits, Losses, other items, or distributions pursuant to
any provision of this Agreement.

                  (d)      Except as otherwise provided in this Agreement, all
items of Company income, gain, loss, deduction, and any other allocations not
otherwise provided for shall be divided among the Members in the same
proportions as they share Profits or Losses, as the case may be, for the Fiscal
Year.


                                       17


<PAGE>


         4.07     Other Allocation Rules.

                  (a)      Profits, Losses and any other items of income, gain,
loss or deduction shall be allocated to the Members pursuant to this Article IV
as of the last day of each Fiscal Year; provided that Profits, Losses and such
other items shall also be allocated at such times as the Gross Asset Values of
Company property are adjusted pursuant to subparagraph (ii) of the definition of
Gross Asset Value.

                  (b)      For purposes of determining the Profits, Losses, or
any other items allocable to any period, Profits, Losses, and any such other
items shall be determined on a daily, monthly, or other basis, as determined by
the Manager using any permissible method under Code Section 706 and the
Regulations thereunder.

                  (c)      All allocations to the Members pursuant to this
Article IV shall, except as otherwise provided, be divided among them in
proportion to the Member Percentages held by each.

                  (d)      The Members are aware of the income tax consequences
of the allocations made by this Article IV and hereby agree to be bound by the
provisions of this Article IV in reporting their shares of Company income and
loss for income tax purposes, except to the extent otherwise required by law.

         4.08     Allocations to Transferred Interests. Profits and Losses which
are allocable to a Member Interest that was transferred or assigned during a
Fiscal Year shall be further allocated between or among the transferor and
transferee Members in proportion to the number of days during the Fiscal Year
that each such Member owned said Member Interest or in any other proportion
authorized by the Code and selected by the Manager, without regard to the actual
Profits and Losses as of the date of such transfer or assignment and without
regard to any distributions made with respect to such Member Interest.



                                       18
<PAGE>


                                   ARTICLE V
                            MANAGEMENT OF THE COMPANY

         5.01     Rights, Powers and Duties of the Manager. The overall
management and control of all aspects of the business and operations of the
Company shall be vested exclusively in the Manager. The Manager shall have all
the rights and powers provided in this Agreement, the Law and the Certificate
and any action taken by the Manager shall constitute the act of and serve to
bind the Company. The Manager shall conduct the day-to-day operations of the
Company and shall use good faith efforts to carry out the business of the
Company as set forth herein. With respect to all of its obligations, powers and
responsibilities and the limitations thereon as provided in this Agreement, the
Manager is authorized to execute and deliver, for and on behalf of the Company,
such agreements or instruments as the Manager may deem necessary or desirable,
all on such terms and conditions as it may deem necessary or desirable, and the
execution of such agreements, instruments or other documents by the Manager
shall be sufficient to bind the Company. Without limiting the generality of the
foregoing, the Manager has the right, power and authority, on behalf of the
Company, to:

                  (a)      Determine how to proceed with the ownership,
development, repair, management, lease and disposition of all or any part of the
Property, including, but not limited to, the sale or exchange of all or
substantially all of the Property;

                  (b)      Execute, on behalf of the Company, any and all
agreements, contracts, documents, certificates and instruments necessary or
convenient in connection with the management, leasing, maintenance, operation
and disposition of the Property;

                  (c)      Employ such agents, employees, managers, accountants,
attorneys, consultants and other professionals as it may deem necessary or
desirable for the conduct of the Company's business and pay from Company assets
such fees, expenses, salaries, wages and other compensation to such parties as
it may determine;

                  (d)      Pay from Company assets, extend, renew, modify,
adjust, submit to arbitration, prosecute, defend or compromise upon such terms
as it may determine, and upon such evidence as it may deem sufficient, any
obligation, suit, liability, cause of action or claim, including taxes, either
in favor of or against the Company;

                  (e)      Borrow money and issue evidences of indebtedness and
security therefor, mortgage, pledge or otherwise encumber Company assets,
refinance any borrowing, and name the Company as guarantor or indemnitor for any
loan or borrowing to the extent permissible under any other agreements
(including mortgages) to which the Company is a party;

                  (f)      Make from Company assets any and all expenditures
that it may deem necessary or desirable for the conduct of the Company's
business and the carrying out of its obligations and responsibilities under this
Agreement to the extent permissible under any other agreements (including
mortgages) to which the Company is a party;



                                       19
<PAGE>

                  (g)      Declare and make distributions of capital or income,
in cash or property, to Members;

                  (h)      Subject to the provisions of Article VII, admit
Persons as Members, including substituted Members;

                  (i)      Make or have made for the Company such market
research reports, economic and statistical data, evaluations, analyses, opinions
and recommendations as it may deem necessary or desirable with respect to the
business of the Company;

                  (j)      Purchase liability and other insurance to protect the
Company and the Company's assets and business;

                  (k)      Invest the Company's assets in bank and savings and
loan association savings accounts, commercial paper, government securities,
certificates of deposit, bankers' acceptances, other short term interest bearing
obligations and any other investments in the sole and absolute discretion of the
Manager;

                  (l)      Maintain adequate records and accounts of all
operations and expenditures and furnish the Members with annual statements of
accounts as of the end of each Company Fiscal Year, together with tax reporting
information;

                  (m)      Make, refrain from making, or revoke such elections
under the tax laws of the United States, the several States and other relevant
jurisdictions as to the treatment of items of Company income, gain, loss,
deduction, and credit and as to all other relevant matters, including, without
limitation, elections under Section 754 of the Code;

                  (n)      Enter into any leases for property, real or personal;

                  (o)      Make any purchases for, on behalf of, or in the name
 of, the Company;

                  (p)      Redeem Member Interests of the Members;

                  (q)      Establish, maintain and release Reserves, in such
amount as the Manager determines appropriate, in its reasonable discretion under
the then existing circumstances; and

                  (r)      Take any and all other action permitted under the Law
and that is reasonably related to Company purposes.

         5.02     Liability and Indemnification of Manager.

                  (a)      Neither the Manager nor its officers, directors,
partners, employees, agents, Affiliates, successors or assigns shall be liable
to the Company or the Members for any loss or damage incurred by reason of any
act performed or omitted in connection with the activities of the Company or in
dealing with third parties on behalf of the Company, unless such act or




                                       20
<PAGE>

omission was taken or omitted by the Manager, in bad faith, and such act or
omission constitutes fraud, gross negligence or willful breach of fiduciary
duty.

                  (b)      The Company, its receiver or its trustee, shall
indemnify and save harmless the Manager and its officers, directors, partners,
employees, agents, Affiliates, successors and assigns, from any claim,
liability, loss, judgment or damage incurred by them by reason of any act
performed or omitted to be performed in connection with the activities of the
Company or in dealing with third parties on behalf of the Company, including
costs and attorneys' fees (which attorneys' fees may be paid as incurred) and
any amounts expended in the settlement of any claims of liability, loss or
damage provided that the act or omission of the Manager is not found, by a
final, non-appealable ruling of a court of competent jurisdiction to have
resulted from an act or omission of the Manager taken in bad faith and that
constitutes fraud, gross negligence or willful breach of fiduciary duty by the
Manager. The Company shall advance all sums required to indemnify and hold the
Manager and its Affiliates harmless as provided herein from the initiation of
any claim against such indemnified Persons, subject to acknowledgment in writing
by such indemnified Person of the obligation to reimburse the Company in the
event that, following the entry of a final, non-appealable judgment, it is
determined that the Company was not obligated to indemnify such Person pursuant
to this Agreement. All judgments against the Company and the Manager, wherein
the Manager is entitled to indemnification, must first be satisfied from Company
assets before the Manager shall be responsible for such obligations. The
provisions of this Section shall survive the termination of the Company.

         5.03     Contractual Provisions. The Manager shall have the right and
authority to require a provision in all Company contracts that it not be
personally liable thereon and that the person or entity contracting with the
Company is to look solely to the Company and its assets for satisfaction.

         5.04     Delegation of Duties. The Manager shall have the right and
authority to delegate to one or more persons (including, but not limited to,
delegation among the Managers) the Manager's right and powers to manage and
control the businesses, investments and affairs of the Company, including to
delegate to agents, employees and Affiliates of the Manager or Company.

         5.05     Reimbursement. The Manager shall have the authority to
reimburse the Manager for reasonable and customary expenses incurred if and to
the extent that such expenses are attributable to Company affairs

         5.06     General Contractor. CMSI shall serve as the general contractor
for the Company, and in connection therewith shall be entitled to a fee equal to
$175,000, payable to CMSI monthly as part of construction draws. The Company and
CMSI shall enter into a general contractors agreement ("GC Agreement") in
connection with the foregoing having terms and conditions that are customary and
appropriate for a transaction similar to the Project.

         5.07     Other Activities. The Manager and its respective Affiliates
may have other business interests and may engage in other activities in addition
to those relating to the Company, including, without limitation, the rendering
of advice or services of any kind to other investors,


                                       21


<PAGE>

the making of other investments and serving as a general partner, managing
member or in similar capacities in other partnerships or entities of any kind.
The pursuit of such ventures, even if competitive with the business of the
Company, shall not be deemed wrongful or improper.

         5.08     Transactions with Affiliates. The validity of any transaction,
agreement or payment involving the Company, on the one hand, and the Manager or
its Affiliates, on the other hand, permitted by the terms of this Agreement
shall not be affected by reason of the relationship between the Company and the
Manager or its Affiliates; provided, however, that in all events such agreements
shall be on the same or similar terms available to the Company if it was to
contract with an unaffiliated third party similarly situated.

         5.09     Removal of Manager. The Members agree that the Manager may
only be replaced in the sole discretion of Commercial.

                                   ARTICLE VI
                            MATTERS REGARDING MEMBERS

         6.01     Liability and Indemnification of Members.

                  (a)      Except as provided above and in Article III hereof,
the Members shall not be bound by, or personally liable for, obligations or
liabilities of the Company beyond the amount of their initial Capital
Contributions and any additional Capital Contributions to the Company; provided,
however, the Members are obligated to return a distribution from the Company to
the extent that, immediately after giving effect to the distribution, all
liabilities of the Company, other than liabilities to Members on account of
their interest in the Company and liabilities as to which recourse of creditors
is limited to specified property of the Company, exceed the fair value of the
Company assets, provided that the fair value of any property that is subject to
a liability as to which recourse of creditors is so limited shall be included in
the Company assets only to the extent that the fair value of the property
exceeds this liability.

                  (b)      Neither the Members nor their officers, directors,
partners, employees, agents, affiliates, successors or assigns shall be liable
to the Company or the other Members for any loss or damage incurred by reason of
any act performed or omitted in connection with the activities of the Company or
in dealing with third parties on behalf of the Company, unless such act or
omission was taken or omitted by the Member, in bad faith, and such act or
omission constitutes fraud, gross negligence or willful breach of fiduciary
duty.

                  (c)      The Company, its receiver or its trustee, shall
indemnify and save harmless each Member and their respective officers,
directors, partners, employees, agents, Affiliates, successors and assigns, from
any claim, liability, loss, judgment or damage incurred by them by reason of any
act performed or omitted to be performed in connection with the activities of
the Company or in dealing with third parties on behalf of the Company, including
costs and attorneys' fees (which attorneys' fees may be paid as incurred) and
any amounts expended in the settlement of any claims of liability, loss or
damage provided that the act or omission of the Member is not found, to have
resulted from an act or omission of the Member taken in bad faith and that
constitutes fraud, gross negligence or willful breach of fiduciary duty by the
Member.



                                       22
<PAGE>

The Company shall advance all sums required to indemnify and hold the Member and
its Affiliates harmless as provided herein from the initiation of any claim
against such indemnified Persons, subject to acknowledgment in writing by such
indemnified Person of the obligation to reimburse the Company in the event that
it is determined that the Company was not obligated to indemnify such Person
pursuant to this Agreement. All judgments against the Company and a Member,
wherein the Member is entitled to indemnification, must first be satisfied from
Company assets before the Member shall be responsible for such obligations. The
Company shall not pay for any insurance covering liability of the Member or of
its officers, directors, partners, employees, agents, Affiliates, successors and
assigns for actions or omissions for which indemnification is not permitted
hereunder; provided, that nothing contained herein shall preclude the Company
from purchasing and paying for such types of insurance, including extended
coverage liability and casualty and worker's compensation, as would be customary
for any person owning comparable property and engaged in a similar business or
from naming the Member and any of its Affiliates as additional insured parties
thereunder. Nothing contained herein shall constitute a waiver by any Member of
any right which he may have against any party under Federal or state securities
laws. The provisions of this Section shall survive the termination of the
Company.

         6.02     Management. The Members shall not participate in the operation
or management of the business of the Company, or transact any business for or in
the name of the Company.

         6.03     Limitation of Certain Rights. The Members shall not have the
right or power to: (a) withdraw or reduce their Capital Contributions to the
Company except as a result of the dissolution of the Company or as otherwise
provided in this Agreement or by the Law; (b) bring an action for partition
against the Company or with respect to any of its property; (c) compel any sale
of all or any portion of the assets of the Company pursuant to any applicable
law, (d) cause the appointment of a receiver for all or any portion of the
assets of the Company, or (e) cause the termination or dissolution of the
Company by court decree or as may be permitted by the Law, such rights being
specifically waived by the Members. Each Member has been induced to enter into
this Agreement in reliance upon the waivers set forth in this Section, and
without those waivers, no Member would have entered into this Agreement.

         6.04     Voting. Whenever the Members are entitled by this Agreement to
vote on any particular matter, each Member shall be entitled to vote in
proportion to the Member Percentage of such Member as set forth on Schedule A.
Except as specifically provided to the contrary herein, all actions of the
Members shall be authorized by Required Vote of the Members.

         6.05     Meetings of the Members.

                  (a)      Meetings of the Members for any purpose may be called
by the Manager, and shall be called by the Manager upon receipt of a request in
writing signed by the Required Vote of the Members. Such request shall state the
purpose or purposes of the proposed meeting and the business to be transacted.
Notice of any such meeting shall be delivered to all Members in the manner
prescribed in Section 11.02 of this Agreement within ten (10) days after receipt
of such request and no fewer than fifteen (15) days or more than sixty (60) days
before the date of such meeting. The notice shall state the place, date, hour
and purpose of the meeting. At each



                                       23
<PAGE>


meeting the Members present or represented by proxy shall adopt such rules for
the conduct of such meeting as they shall deem appropriate. A list of the names
and addresses of all Members shall be maintained as part of the books and
records of the Company.

                  (b)      The presence in person or by proxy of the Required
Vote of the Members shall constitute a quorum at all meetings; provided,
however, that if there be no such quorum, Members (or their proxies) holding
more than fifty (50%) percent of the Member Percentages of the Members at such
meeting may adjourn the meeting from time to time without further notice, until
a quorum shall be obtained.

                  (c)      Each Member may authorize any person or persons to
act for him by proxy in all matters in which a Member is entitled to
participate. Every proxy must be signed by the Member or his attorney-in-fact
(other than the Manager). No proxy shall be valid after the expiration of six
(6) months from the date thereof. Every proxy shall be recoverable and
rescindable (if rescinded prior to any vote) by the Member executing it.

         6.06     Special Power of Attorney.

                  (a)      Each Member, by his execution of the Member's
signature page to this Agreement, irrevocably makes, constitutes and appoints
the Manager, with full power of substitution, their true and lawful
attorney-in-fact, for them and their names, places and steads, to make, execute,
sign, acknowledge, swear to, deliver, record and file any document or instrument
which may be considered necessary or desirable by the Manager to carry out the
provisions of this Agreement, including, without limitation, the following:

                           (i)      Any amendment to this Agreement made with
such consents, if any, of the Members as provided herein, any separate
certificate of membership, any certificate of doing business under any assumed
name, and any other certificate, instrument or document which may be required to
be filed, or which the Manager deems advisable to file, under the laws of any
state or the regulations of any governmental agency, as well as any amendments
to the foregoing; and

                           (ii)     Any instrument or document which may be
required or appropriate to carry out the purposes of the Agreement, effect the
continuation of the Company, approve the choice of and admit any additional or
substituted Member, dissolve and terminate the Company, or consent to the return
to the Members of all or a part of their respective Capital Contributions by
reason of Distributions to the Partners, or as may be required or helpful to
effectuate a transaction approved by the Required Vote of the Members pursuant
to Section 7.06 hereof.

                  (b)      The foregoing special power of attorney granted by
 each Member shall be one which:

                           (i)      Is a special power of attorney coupled with
an interest, is irrevocable and shall survive the death or legal incapacity of
the granting Member;


                                       24


<PAGE>


                           (ii)     May be exercised by the Manager for each
Member by a facsimile signature or by executing any instrument with a single
signature as attorney-in-fact for all Members; and

                           (iii)    Shall survive the delivery of any attempted
assignment by a Member of any part of his Member Interest, except that where the
assignee has been approved by the Manager for admission to the Company as a
substituted Member, this special power shall survive the delivery of such
assignment for the sole purpose of enabling the Manager to execute, acknowledge
and file any instrument or document necessary to effect such substitution.

         6.07     Manager's Ownership of Member Interests. In the event that the
Manager shall own any Member Interest, the Manager shall in all respects be
treated as a Member with respect to the Member Interest owned by the Manager.

         6.08     No Priority. Except as otherwise specifically set forth
herein, no Member shall have the right to demand or receive property other than
cash in any distribution. Except as otherwise specifically set forth herein, no
Member shall have priority over any other Member.

                                  ARTICLE VII
                   ISSUANCE AND TRANSFERS OF MEMBER INTERESTS


         7.01     Prohibition. Except as provided in this Article VII, absent
the written consent of the Manager, no Member shall Transfer all or any portion
of its Member Interest or any interest or right therein. Any purported Transfer
of a Member Interest in violation of the provisions of this Agreement shall be
void ab initio.

         7.02     Rights of Assignee. For purposes of this Agreement, an
"Assignee" is any Person who acquires (by purchase, gift, inheritance, judgment
or otherwise), or claims to have an ownership or security interest (including
any charging lien) in or against the Company or any Member Interest, but who has
not been admitted as a Member of the Company in accordance with Section 7.03.
Any interest in the Company or any Member Interest acquired by an Assignee is
subject to the terms and conditions of this Agreement and the Articles. An
Assignee has no rights or entitlements in respect to the Company or any Member
Interest except as specifically granted to the Assignee in this Agreement or the
Articles. By way of illustration and not limitation, an Assignee shall have no
(i) voting rights of any nature or kind, or (ii) rights to require any
information or accounting of the Company's transactions or finances or to
inspect Company books. If, however, an Assignee is admitted to the Company as a
Member, such admission shall vest in such Assignee all rights, powers,
authorities and responsibilities inuring to and imposed upon Members hereunder.

         7.03     Additional Member Interests; Admission of Members.

                  (a)      No additional Members shall be admitted into the
Company without the prior written consent of the Manager, which consent shall
not be unreasonably withheld. Any additional Member admitted into the Company
shall be admitted upon such terms and conditions



                                       25

<PAGE>

as determined by the Manager and in compliance with the provisions of this
Agreement. Additional Members shall agree in writing to be bound by this
Agreement.

                  (b)      An Assignee will be admitted to the Company as a
successor or additional Member only if all of the following conditions are met:

                           (i)      The Manager consents in writing to the
         admission of the Assignee as a Member, which consent shall not be
         unreasonably withheld, provided that, without limiting the generality
         of the foregoing, it shall not unreasonable for the Manager to withhold
         consent with respect to an Assignee if consenting would: (A) permit
         access to the business and affairs of the Company to a Person that is
         in competition with or, in the good faith opinion of the Manager; would
         be detrimental to the best interests of the Company; (B) subject the
         Company to investment or other legal restrictions to which it would
         otherwise not be subject; or (C) permit a Person, who is not an
         "Accredited Investor" (as defined in Rule 501 promulgated under the
         Securities Act of 1933, as amended (the "Act")) to be a Member;

                           (ii)     The Assignee agrees in writing to be bound
         by the provisions of this Agreement;

                           (iii)    The Assignee delivers to the Manager
         documentation, satisfactory to Manager, evidencing Assignee's right to
         an interest in the Company or a Member Interest, and executes any and
         all documents, including an amendment to this Agreement, required to
         effectuate or evidence its admission to the Company as a Member;

                           (iv)     The Assignee reimburses the Company for all
         reasonable costs and expenses (including reasonable attorney's fees)
         incurred in connection with the transfer and admission;

                           (v)      The Assignee is not a minor or legally
         incompetent;

                           (vi)     The Transfer does not constitute a default
         under any agreement to which the Company or Assignee is bound; and

                           (vii)    If deemed necessary by the Manager, an
         opinion of counsel is delivered to the Manager in form, substance and
         from counsel satisfactory to the Manager to the effect that: (A) the
         proposed Transfer does not require registration under the Act or any
         other applicable state or federal securities laws, including, in each
         case, the rules and regulations promulgated thereunder; and (B) that
         such action will not cause the Company to be termination for federal
         income tax purposes pursuant to Code Section 708.

         7.04     Rights of Individual Member's Personal Representative. Upon
the death or disability of an individual who is a Member, his personal
representative shall have all of the rights of a Member for the purpose of
settling or managing his estate, and such power as the decedent or incompetent
possessed to constitute a successor as an Assignee and to join with such
assignee in making application to substitute such Assignee as a Member. However,
such




                                       26
<PAGE>

personal representative shall not have the right to become a substituted Member
in the place of his predecessor in interest unless the conditions of Section
7.03 (other than the requirement that the assignor execute and acknowledge
instruments) are satisfied.

         7.05     Rights of Nonindividual Member's Representative. Upon the
adjudication of bankruptcy, dissolution or other cessation of existence as a
legal entity of a Member which is not an individual, the authorized
representative of such entity shall have all of the rights of a Member for the
purpose of effecting the orderly winding-up and disposition of the business of
such entity and such power as such entity possessed to constitute a successor as
an Assignee and to join with such Assignee in making application to substitute
such assignee as a Member.

         7.06     Sale or Conversion of Company. In lieu of selling all or
substantially all of the assets of the Company, the Manager may arrange a
transaction pursuant to which the interests of the Manager and the Members in
the Company shall be acquired by a Person in exchange for cash, property
(including an equity interest in such Person or its Affiliate), or any
combination of the foregoing or the Company shall be converted into a different
form of entity. If the Manager arranges such a transaction and, following not
less than twenty (20) days' prior written notice to the Members describing the
material terms thereof, the transaction is approved by the Required Vote of the
Members, the same shall be deemed an Approved Transaction for purposes of this
Section. In the event of an Approved Transaction, each Member, whether or not it
voted for the Approved Transaction, agrees (i) to raise no objection to the
consummation of the Approved Transaction; (ii) if the Approved Transaction is
structured as a merger, consolidation or other transaction to which such rights
would be applicable, hereby waives any dissenters, appraisal or similar rights
in connection therewith; (iii) agrees to convey its interest in the Company as
contemplated by the Approved Transaction; and (iv) agrees to take such other
actions and to execute such documents as shall be deemed necessary or desirable
by the Manager in connection with the entering into and consummation of the
Approved Transaction. Each Member shall, in connection with the Approved
Transaction, receive in exchange for its interest in the Company the same
consideration as such Member would have received if the aggregate consideration
paid with respect to the entire Approved Transaction had been received by the
Company and distributed in complete liquidation pursuant to the rights and
preferences set forth in this Agreement.


                                       27
<PAGE>

                                  ARTICLE VIII
                                 FISCAL MATTERS

         8.01     Books and Records. The Manager shall keep, or cause to be
kept, full and accurate books and records of all transactions of the Company
using such method of accounting as determined by the Manager in consultation
with the Company accountants. All organizational records of the Company and
other records required to be kept by the Company under the Law, shall, at all
times, be maintained at the Company's record keeping office, and shall be open
during ordinary business hours for inspection and copying upon the reasonable
request and at the expense of the Members and their authorized representatives.

         8.02     Reports and Statements.

                  (a)      Within ninety (90) days after the end of each Fiscal
Year, the Company shall, at its expense, cause to be delivered to the Members
the following unaudited financial statements, which obligation may be satisfied
by delivery to the Members of a copy of the Company's federal tax return:

                           (i)      A profit and loss statement for such period;
and

                           (ii)     A balance sheet of the Company as of the end
of such period.

                  (b)      The Manager shall, at the expense of the Company
prepare, or cause to be prepared, for delivery to the Members prior to the due
date thereof (excluding extensions), all federal and any required state and
local income tax returns for the Company for each Fiscal Year of the Company.

         8.03     Appointment of Tax Matters Partner. The Manager is hereby
designated pursuant to Code Section 6231(a)(7) as the Company's Tax Matters
Partner, and is responsible for acting as the liaison between the Company and
the Internal Revenue Service ("Service"). The Tax Matters Partner shall have the
duties of a tax matters partner as provided in the Code, in addition to such
other duties as are provided under this Agreement. The Tax Matters Partner shall
be reimbursed by the Company for all out-of-pocket expenses, costs and
liabilities expended or incurred by the Tax Matters Partner in acting as the
Company's Tax Matters Partner.

         8.04     Tax Status. Any provision hereof to the contrary
notwithstanding, solely for United States federal income tax purposes, each of
the Members hereby recognizes that the Company will be subject to all provisions
of Subchapter K of Chapter 1 of Subtitle A of the Code. The parties intend that
the Company be taxed as a partnership for United States income tax purposes. The
parties intend that all special allocations be considered to have economic
effect under the "qualified income offset" provisions described in section
1.704-1(b)(2)(ii)(d) of the Regulations. All questions of construction and
interpretation shall be resolved consistently with that intent.

         8.05     Tax Elections. The Members shall from time to time determine
whether or not to make or attempt to revoke any and all tax elections regarding
depreciation methods and recovery


                                       28


<PAGE>

periods, capitalization of construction period expenses, amortization of
organizational and start-up expenditures, basis adjustments upon admission or
retirement of Members, and any other federal, state, or local income tax
elections.

                                   ARTICLE IX
                                   DISSOLUTION

         9.01     Dissolution. The Company shall be dissolved only upon the
occurrence of any of the following:

                  (a)      The sale of all or substantially all of the assets of
the Company;

                  (b)      The written election by the Manager and the Required
Vote of the Members that the Company should be dissolved; or

                  (c)      The date on which the Company is required to be
dissolved under the Law.

         9.02     Wind-Up of Affairs.

                  (a)      Upon dissolution, the Manager shall proceed with
dispatch and without any unnecessary delay to sell or otherwise liquidate the
Company's assets. The Capital Account of each Member shall be determined.
Profits or Losses to the date of termination, including realized profits or
losses arising from a sale of all of the assets of the Company (whether or not
recognized for Federal income tax purposes), and unrealized profits and losses
on any assets to be distributed in kind (determined as if such assets had been
sold by the Company for prices equal to their respective fair market value)
shall be allocated as set forth in Article IV and credited or charged to the
Capital Accounts of the Members. After paying or duly providing for all
liabilities to creditors of the Company, the Manager shall distribute the net
proceeds and any other liquid assets of the Company among the Members in the
manner hereinafter set forth:

                           (i)      First, to the expenses of any such sale or
disposition;

                           (ii)     Next, to the payment of just debts and
liabilities of the Company (including the Manager's Development Fee and all
amounts of any principal or interest payable with respect to any loans from
Members), in the order of priority as provided by the Law;

                           (iii)    Next, to the establishment of any Reserves
that the Manager may deem reasonably necessary for any contingent or unforeseen
liabilities and other obligations of the Company or of the Members arising out
of or in conjunction with the Company's affairs;

                           (iv)     Next, to those Members having an Unpaid
Preferred Return, pro rata in accordance with their respective Unpaid Preferred
Return, until the Unpaid Preferred Return of the Members, if any, is reduced to
zero;

                           (v)      Next, to the Members pro rata in accordance
with their respective Unreturned Capital balances, until the Unreturned Capital
balances of all of the Members, if any, is reduced to zero;



                                       29
<PAGE>


                           (vi)     Next, to Commercial until such time as it
has received an amount under this subsection and Section 4.01(d) hereof shall be
equal to the Look Back IRR;

                           (vii)    Next, to all of the Members other than
Commercial, pro rata in accordance with their relative Member Percentages, until
the relative amounts of all distributions under this subsection and Sections
4.01(d), 4.01(e) and 9.02(a)(vi) shall be in proportion to the Members' Member
Percentages; and

                           (viii)   Finally, to the Members, an amount equal to
their then existing positive Capital Account balances, as determined after
taking into account all Capital Account adjustments for the Company's taxable
year during which such liquidation occurs.

                  (b)      The wind-up of the affairs of the Company shall be
conducted exclusively by the Manager. In liquidating the assets of the Company,
all tangible assets of a saleable value shall be sold at such price and terms as
the Manager in good faith determines to be fair and equitable. Any partnership,
corporation or other entity in which all or any of the Members are in any way
interested may purchase such assets at such sale. It shall not be necessary to
sell any intangible assets of the Company. A reasonable time shall be allowed
for the orderly liquidation of the assets of the Company and the discharge of
liabilities to creditors so as to enable the Company to minimize the losses
normally occurring upon a liquidation.

                  (c)      If any assets of the Company are to be distributed in
kind, such assets shall be distributed on the basis of the then fair market
value thereof (after adjusting the Capital Accounts of all Members for any
unrealized gain or loss inherent in such property, as set forth above). The fair
market value shall be determined by the Manager, or, if requested by the
Members, by an independent appraiser who shall be selected by agreement of the
Manager and the Required Vote of the Members. In the discretion of the Manager,
a pro rata portion of the distributions that would otherwise be made to the
Members pursuant to this Article IX may be:

                           (i)      Distributed to a trust established for the
benefit of the Members solely for the purposes of liquidating Company property,
collecting amounts owed to the Company, and paying any contingent or unforeseen
liabilities or obligations of the Company or of the Members arising out of or in
connection with the Company. The assets of any such trust shall be distributed
to the Members from time to time, in the reasonable discretion of the Manager in
the same proportions as the amount distributed to such trust by the Company
would otherwise have been distributed to the Members pursuant to this Article
IX; or

                           (ii)     Withheld to provide a reasonable Reserve for
Company liabilities (contingent or otherwise) and to allow for the collection of
the unrealized portion of any installment obligations owed to the Company,
provided that such withheld amounts shall be distributed to the Members as soon
as practicable.

                  (d)      The portion of the distributions that would otherwise
have been made to each of the Members that is instead distributed to a trust or
withheld to provide a Reserve pursuant hereto shall be determined in the same
manner as the expense or deduction would have been




                                       30
<PAGE>

allocated if the Company had realized an expense equal to such amounts
immediately prior to Distributions being made pursuant to this Article IX.

         9.03     Termination. The Company shall terminate when all Company
assets shall have been disposed of.

                                   ARTICLE X
                        SINGLE PURPOSE ENTITY PROVISIONS

         In the event that the Property is mortgaged in favor of a lender
("Lender") which requires the Company to be a "single purpose entity" within the
meaning of the guidelines for such entities, as published from time to time by
Standard & Poors (collectively, the "S&P Guidelines"), the following provisions
shall apply, notwithstanding anything contained elsewhere in this agreement to
the contrary:

         10.01    Single Purpose. The Company's business and purpose shall
consist solely of the following:

                  (a)      To engage solely in the ownership, operation and
management of the Property pursuant to and in accordance with this Operating
Agreement and the Company's Articles of Organization; and

                  (b)      to engage in such other lawful activities permitted
to limited liability companies by the applicable laws and statutes for such
entities of the State of Florida as are incidental, necessary or appropriate to
the foregoing.

         10.02    Limitations. Notwithstanding any other provision of this
Agreement and any provisions of law that otherwise so empowers the Company, the
Company shall not, without the consent of its Members by Required Vote, do any
of the following:

                  (a)      engage in any business or activity other than those
set forth in Section 10.01;

                  (b)      do any act which would make it impossible to carry on
the ordinary business of the Company, except as otherwise provided in this
Agreement;

                  (c)      borrow money or incur any indebtedness or assume or
guaranty any indebtedness of any other entity, other than normal trade account
and lease obligations incurred in the ordinary course of business, or grant
consensual liens on the Company's property other than in favor of the Lender;

                  (d)      dissolve or liquidate, in whole or in part;

                  (e)      consolidate or merge with or into any other entity or
convey or transfer or lease its property and assets substantially as an entirety
to any entity;

                  (f)      institute proceedings to be adjudicated bankrupt or
insolvent, or consent to the institution or bankruptcy or insolvency proceedings
against it, or file a petition seeking or


                                       31


<PAGE>


consenting to reorganization or relief under any applicable federal or state law
relating to bankruptcy, or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company or a
substantial part of property of the Company, or make any assignment for the
benefit of creditors, or admit in writing its inability to pay its debts
generally as they become due, or take company action in furtherance of any such
action; or

                  (g)      amend the Articles of Organization or the Operating
Agreement of the Company.

In addition to the foregoing, the Company shall not, without the written consent
of the Lender, take any action set forth in items (i) through (v) or item (vii)
above.

         10.03    Title to Company Property. All property owned by the Company
shall be owned by the Company as an entity and, insofar as permitted by
applicable law, no Member or Manager shall have any ownership interest in any
Company property in its individual name or right and, each membership or other
ownership interest in the Company shall be personal property for all purposes.

         10.04    Separateness Covenants. The Company shall:

                  (a)      maintain books and records and bank accounts separate
from those of any other person;

                  (b)      maintain its assets in such a manner that it is not
costly or difficult to segregate, identify or ascertain such assets;

                  (c)      Hold itself out to creditors and the public as a
legal entity separate and distinct from any other entity;

                  (d)      hold regular Manager and Member meetings, as
appropriate, to conduct the business of the Company, and observe all other legal
formalities;

                  (e)      prepare separate tax returns and financial
statements, or if part of a consolidated group, then it will be shown as a
separate member of such group;

                  (f)      allocate and charge fairly and reasonably any common
employee or overhead shared with affiliates;

                  (g)      transact all business with affiliates on an
arm's-length basis and pursuant to enforceable agreements;

                  (h)      conduct business in its own name, and use separate
stationery, invoices and checks;

                  (i)      not commingle its assets or fund with those of any
other person; and

                  (j)      not assume, guaranty or pay the debts or obligations
of any other person.


                                       32


<PAGE>


                                   ARTICLE XI
                         REPRESENTATIONS OF THE MEMBERS

         By their execution below, each Member represents and warrants to the
Managers, the other Members and the Company as follows:

         11.01    The Member is an "accredited investor" (as defined in Rule
501(a) of the Securities Act of 1933, as amended) and is a sophisticated
investor by virtue of his education, training and/or numerous prior investments
made on his own behalf or through entities which he, alone or with others,
controls. The Member is knowledgeable and experienced in financial and business
matters, especially in investments which involve the new and used automobile
industry and/or are similar to the Company's Business, and which have risks
similar to those which may be encountered by the Company. The Member is capable
of evaluating the merits and risks of an investment in the Company and is
capable of exercising the control over the operations of the Company to the full
extent permitted by this Agreement.

         11.02    The Member has been furnished or otherwise obtained all
information necessary to enable him to evaluate the merits and risks of his
prospective investment in the Company. The Member recognizes that the Company
has no prior operating history, may be highly leveraged and involves substantial
risks. An investment in the Company is highly speculative and the Member may
suffer a complete loss of his investment.

         11.03    The Member has been furnished or has had access to any and all
material documents and information regarding the Company, and the Members. The
Member has had an opportunity to question the other Members and receive adequate
answers to such questions. The Member hereby acknowledges that the Company has
made available to the Member prior to any investment in the Company all
information requested by the Member and reasonably necessary to enable the
Member to evaluate the risks and merits of an investment in the Company. The
Member, after a review of this information and other information he has
obtained, is aware of the speculative nature of any investment in the Company.

         11.04    The Member is aware that the Member will have to make the
Capital Contributions required hereunder, which may include bank guaranties. The
Member can bear the economic risk of the investment in the Company (including
the possible loss of his entire cash payment and any amount guaranteed) without
impairing the Member's ability to provide for himself and/or his family in the
same manner that the Member would have been able to provide prior to making an
investment in the Company. The Member understands that he must continue to bear
the economic risk of the investment in the Company for an indefinite period of
time.

         11.05    The Member understands that the Member Interests have not been
registered under the Securities Act of 1933, as amended, or related laws and
regulations or any other applicable securities laws of any other jurisdiction
(collectively, the "Securities Laws"), inasmuch as the offering of Member
Interests is either not an offering of a security because of the powers vested
in the Members to manage the Company, participate as a Manager, or because the
offering is being made to a limited group of potential investors. The Member
understands that he


                                       33


<PAGE>

has no rights whatsoever to request, and that the Company is under no obligation
whatsoever to furnish, a registration of the Member Interests under the
Securities Laws.

         11.06    The Member Interests that the Member is acquiring are being
acquired solely for his account and are not being purchased with a view to, or
for resale in connection with, any distribution within the meaning of the
Securities Act of 1933, as amended, or any other applicable Securities Laws. The
Member will not resell or offer to resell any Member Interests except in
accordance with the terms of this Agreement and in compliance with all
applicable Securities Laws.

         11.07    The Member acknowledges that there is no current market for
the Member Interests and none is anticipated to develop. Moreover, there are
substantial restrictions on the Transfer of the Member Interests. Therefore, the
Member has considered its prospective investment in the Company to be a
long-term illiquid investment acceptable because the Member is willing and can
afford to accept and bear the substantial risks of the investment for an
indefinite period of time.

         11.08    The Member is aware that there is no assurance, representation
or warranty, by any Person, that the Company's Business and the other assets
anticipated to be acquired by the Company will operate at a profit, will
generate sufficient cash flow for distribution to the Members, or will
appreciate in value or be sold at a profit. The Members, by Required Vote, are
authorized to incur indebtedness on behalf of the Company to pay costs incurred
in conducting and completing the Company's Business, to establish and maintain
reserves for working capital, taxes, insurance and other costs and expenses, to
raise substantial debt financings, and to use Company revenues to pay the
organization costs and debt costs of the Company. The use of Company revenues
for such purposes will delay the Member's receipt of available cash
distributions from the Company, and may require the Member to report and pay tax
on Company income without having received contemporaneous cash distributions,
even if the Company is profitable.

         11.09    The Member understands that if he receives a distribution from
the Company at a time when the liabilities of the Company exceed the fair market
value of the Company's assets, the Member will be liable to the Company for the
amount of such distribution, and such liability shall continue for three (3)
years from the date of the distribution. In addition, the Member will be liable
to the Company and/or its creditors as provided by the Law.

         11.10    The Member understands that major changes were made by tax
laws enacted in the past, and more will likely be enacted in the future. The
Member is aware that he should understand that the tax consequences of an
investment in the Company are subject to change. The Member is further aware
that this Agreement contains complex tax attribute allocations. The Member
agrees that the Company and the Managers have not, will not, and cannot assure
the Member that such allocations will be respected for federal income tax
purposes by the IRS. Depending on which allocations were to be disregarded if
challenged by the IRS, the Member's share of income, gains, losses, deductions
and credits of the Company could be affected and could change. In such an event,
the Member may have to amend its tax return for the year or years of such
change(s).


                                       34

<PAGE>


         11.11    The Member understands that the federal income tax treatment
of the Company and the ownership of interests therein, whether direct or
indirect, are complex and, in many cases, uncertain. Statutory provisions and
administrative regulations have been interpreted inconsistently by the courts.
Additionally, some statutory provisions remain to be interpreted by
administrative regulations. It is possible that the United States Internal
Revenue Service ("IRS") may successfully challenge the tax treatment accorded
certain items by the Company.

         11.12    The Member is aware that the IRS may audit the income tax
returns of the Company and may audit the Member's income tax return as the
result of the Member's investment in or claimed deductions or losses from its
investment in the Company. Such deductions and losses, when taken together with
other items reported on the Member's tax return, may prompt the IRS to examine
the Member's return, both as to income and deductions relating to the Company
and as to other matters. The Company and the Managers cannot assure the Member
that such an audit or examination will not occur or that the Member will not
incur additional liability and costs as a result of any such audit or
examination.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.01    Amendments. This Agreement may be amended at any time with
written consent of, in each case, the Manager and (a) the Required Vote of the
Members in every instance other than those described in clauses (b) and (c); (b)
if an amendment affects a Member's obligations to make Capital Contributions or
a Member's allocable share of Profits and Losses or share of distributions, then
the consent of such Member shall be required; and (c) without the consent of any
of the Members if the amendment is (i) to substitute or add Members to the
extent provided for in this Agreement and to amend Schedule A, as appropriate
from time to time, to accurately reflect the identity of each Member and that
Member's Capital Contribution; (ii) to add to the representations, duties or
obligations of the Manager or surrender any right or power granted to the
Manager herein, for the benefit of the Members; (iii) to cure any ambiguity, to
correct or supplement any provision herein which may be inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Agreement which will not be inconsistent with
the provisions of this Agreement; (iv) to preserve the status of the Company as
a "partnership" for federal income tax purposes; (v) to delete or add any
provision of this Agreement required to be so deleted or added by the staff of
the Securities and Exchange Commission or other federal agency or by a state
"Blue Sky" commission or official or similar such official, which addition or
deletion is deemed by such commission, agency or official to be for the benefit
or protection of the Members; or (vi) if such amendment is, in the opinion of
counsel for the Company, necessary or appropriate to satisfy the requirements of
Code Section 704(b) or the regulations promulgated thereunder. If amended, the
Manager shall file, or cause to be filed, an amendment of the Articles of
Organization with the appropriate authorities, in the event that the Manager
determines the filing of such amendment to be necessary or appropriate to comply
with the Law.

         12.02    Notices. Any notice required or permitted to be delivered to
any Member under the provisions of this Agreement shall be deemed to have been
duly given (a) upon hand delivery thereof, (b) upon telefax and written
confirmation of transmission, (c) upon receipt of any


                                       35


<PAGE>


overnight deliveries, or (d) on the third (3rd) business day after mailing
United States registered or certified mail, return receipt requested, postage
prepaid, addressed to each Member as set forth on Schedule A hereto or at such
other address, or to such other Person and at such address for that Person, as
any Member shall designate in writing to the other Members in the manner
hereinabove set forth.

         12.03    Agency. Except as provided herein, nothing herein contained
shall be construed to constitute any Member hereof the agent of any other Member
hereof or to limit in any manner the Members in the carrying on of their own
respective businesses or activities. Any Member may engage in and/or possess any
interest in other business ventures of every nature and description,
independently or with others, whether existing as of the date hereof or
hereafter coming into existence; and neither the Company nor any Member hereof
shall have any rights in or to any such independent ventures or the income or
profits derived therefrom.

         12.04    Further Assurances. The Members will execute and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purposes of this Agreement.

         12.05    Headings. The headings of the various sections of this
Agreement are intended solely for convenience of reference, and shall not be
deemed or construed to explain, modify or place any construction upon the
provisions hereof.

         12.06    Successors and Assigns. This Agreement and any amendments
hereto shall be binding upon and, to the extent expressly permitted by the
provisions hereof, shall inure to the benefit of the Members, their respective
heirs, legal representatives, successors and assigns.

         12.07    Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, and agreed upon
venue, to the extent permitted by law, shall be Broward County, Florida. This
Agreement is intended to be performed in accordance with, and only to the extent
permitted by, all applicable laws, ordinances, rules, and regulations of the
jurisdictions in which the Company does business.

         12.08    Entire Agreement. This Agreement sets forth all (and is
intended by all parties hereto to be an integration of all) of the promises,
agreements, conditions, understandings, warranties and representations among the
parties hereto with respect to the Company, the Company business and the Company
assets, and there are no promises, agreements, conditions, understandings,
warranties or representations, oral or written, express or implied, except as
set forth herein.

         12.09    Counterparts. This Agreement and any amendments hereto may be
executed in counterparts, each of which shall be deemed an original, and such
counterparts shall constitute but one and the same instrument.

         12.10    Gender. Wherever the context requires, any pronoun used herein
may be deemed to mean the corresponding masculine, feminine or neuter in form
thereof and the singular form of



                                       36

<PAGE>


any nouns and pronouns herein may be deemed to mean the corresponding plural and
vice versa as the case may require.

         12.11    Remedies. Each of the Members acknowledges and agrees that in
the event that a Member shall violate any of the restrictions or fails to
perform any of the obligations hereunder, the Company or the other Members will
be without adequate remedy at law and will therefore be entitled to enforce such
restrictions or obligations by temporary or permanent injunctive or mandatory
relief obtained in an action or proceeding instituted in any court of competent
jurisdiction without the necessity of proving damages and without prejudice to
any other remedies it may have at law or in equity.

         12.12    Litigation. If the Company or any party hereto is required to
engage in litigation against any other party hereto, either as plaintiff or as
defendant, in order to enforce or defend any rights under this Agreement, and
such litigation results in a final judgment in favor of such party ("Prevailing
Party"), then the party or parties against whom said final judgment is obtained
shall reimburse the Prevailing Party for all direct, indirect or incidental
expenses incurred, including, but not limited to, all attorneys' fees, court
costs and other expenses incurred throughout all negotiations, trials or appeals
undertaken in order to enforce the Prevailing Party's rights hereunder.

         12.13    No Third Party Beneficiary. This Agreement is made solely and
specifically among and for the benefit of the parties hereto, and their
respective successors and assigns subject to the express provisions hereof
relating to successors and assigns, and no other Person shall have any rights,
interest or claims hereunder or be entitled to any benefits under or on account
of this Agreement as a third party beneficiary or otherwise.

         12.14    No Recordation. Neither this Agreement nor any memorandum
thereof shall be recorded amongst the public records of any governmental
authority without the prior written consent of the Manager.

         12.15    Foreign Person Withholding. Each Member hereby represents and
warrants that the Company shall comply with all reporting and withholding
requirements imposed with respect to "foreign persons," as defined in the Code,
and any Member that is a foreign person shall be obligated to contribute to the
Company any funds necessary to enable the Company (to the extent not available
out of such Member's share of Available Cash) to satisfy any withholding
obligations. In the event any Member shall fail to contribute to the Company any
funds necessary to enable toe Company to satisfy any withholding obligation, the
Manager shall have the right to offset against any payments due and owing to
such Member, or its Affiliates, the amounts necessary to satisfy such
withholding obligation, or, in the event the Company shall be required to borrow
funds to satisfy any withholding obligation by reason of a Member's failure to
contribute such funds to the Company, the Manager shall have the right to offset
against said Member's present and future distributions, an amount equal to the
amount so borrowed plus the greater of (i) the Company's actual cost of
borrowing such funds, or (ii) the amount borrowed, multiplied by the Stipulated
Rate.


                                       37
<PAGE>

         12.16    Legal Representation. The Company may retain one or more legal
counsel ("Law Firm"), from time to time, to represent the Company on specified
matters and the Members hereby recognize and acknowledge that representation of
the Company shall not establish any attorney-client relationship between the
Members and the Law Firm. It is further expressly acknowledged and agreed by the
Members, that any Law Firm representing the Company may also represent a Member
or any Affiliates of a Member.





                         THIS SPACE INTENTIONALLY BLANK

                     SIGNATURES CONTINUED ON FOLLOWING PAGE


                                       38


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.


                                    MANAGER:

                                    LEVITT COMMERCIAL DEVELOPMENT LLC,
                                    a Florida limited liability company, f/k/a
                                    Levitt Commercial LLC

                                    By:
                                       -----------------------------------------
                                       Seth M. Wise, President


                                    MEMBERS:

                                    LEVITT COMMERCIAL LLC, a Florida limited
                                    liability company, f/k/a Levitt Commercial
                                    Development LLC

                                    By:
                                       -----------------------------------------
                                       Seth M. Wise, President


                                    100 COMMERCE ROAD ASSOCIATES, INC., a
                                    Florida corporation

                                    By:
                                       -----------------------------------------
                                       Edward R. Ellman, President


                                    THEODORE P. CIACCIA, P.A., a Florida
                                    corporation

                                    By:
                                       -----------------------------------------
                                       Theodore P. Ciaccia, President


                                    NICHOLAS A. SOLIMINE, JR., P.A., a Florida
                                    corporation

                                    By:
                                       -----------------------------------------
                                       Nicholas A. Solimine, Jr., President



                                       39
<PAGE>


                                   SCHEDULE A

                                     MEMBERS


<TABLE>
<CAPTION>
                                            MEMBER                     CAPITAL
NAME & ADDRESS                              PERCENTAGE                 CONTRIBUTIONS
--------------                              ----------                 -------------
<S>                                         <C>                        <C>
Levitt Commercial LLC                       82.28%                     $738,219
4150 SW 28th Way
Fort Lauderdale, FL 33312

100 Commerce Road Associates, Inc.          14.77%                     $175,000
1072A E. Newport Center Drive
Deerfield Beach, FL 33419

Theodore P. Ciaccia, P.A.                    1.48%                     $ 17,500
2050 NE 27th Avenue
Pompano Beach, FL 33062

Nicholas A. Solimine, Jr., P.A.              1.48%                     $ 17,500
22932 Ironwedge Drive
Boca Raton, FL 33433
</TABLE>


                                       40
<PAGE>


                                    EXHIBIT A

                                TOTAL COST BUDGET


   DEVELOPMENT COSTS

<TABLE>
<CAPTION>
                                           TOTAL                   PSF
                                         ----------            ----------
<S>                                      <C>                   <C>
LAND COSTS
  Land                                    1,020,593                 14.60
                                         ----------            ----------
TOTAL LAND COSTS                          1,020,593                 14.60

HARD/CONSTRUCTION COSTS
  Awnings (Bahama shutters)                  24,388                  0.35
  Doors/Frames/Hardware                       8,078                  0.12
  Drywall-Demising Walls                     75,000                  1.07
  Electrical                                 96,420                  1.38
  Fences & Gates                             10,000                  0.14
  Finish Carpentry                            2,395                  0.03
  Fire Alarm                                 16,660                  0.24
  Fire Extinguishers                          1,190                  0.02
  Fire Sprinklers                            84,000                  1.20
  Glazing                                    69,325                  0.99
  Gutters/Downspouts                         10,100                  0.14
  Handrailings/Railings                      11,000                  0.16
  Hurricane Shutters                         17,085                  0.24
  HVAC                                       14,000                  0.20
  Landscaping/Irrigation                     91,800                  1.31
  Masonry/Tilt                              965,000                 13.80
  Model Unit (TI & Mezz)                     55,000                  0.79
  Overhead Bay Doors                         30,898                  0.44
  Painting                                   59,643                  0.85
  Plumbing                                   46,410                  0.66
  Roofing                                   190,000                  2.72
  Rough Carpentry                            10,000                  0.14
  Signage                                    20,000                  0.29
  Site Wall                                  21,000                  0.30
  Site Work                                 454,000                  6.49
  Steel Joists & Decking                    230,769                  3.30
  Stucco & Lath                              17,984                  0.26
  Testing                                    15,000                  0.21
  General Conditions                         99,600                  1.42
  Contingency                                50,000                  0.72
                                         ----------            ----------

TOTAL HARD/CONSTRUCTION COSTS             2,796,745                 40.01
</TABLE>


                                       41


<PAGE>

<TABLE>
<S>                                      <C>                   <C>
SOFT/DEVELOPMENT COSTS
  Accounting                                  1,000                  0.01
  Architectural                              77,860                  1.11
  Closing Costs                              10,000                  0.14
  Construction Management                    15,000                  0.21
  Developers Fee                            175,000                  2.50
  Engineering                                28,559                  0.41
  Engineering - Traffic                         630                  0.01
  Environmental                               2,500                  0.04
  Fees - Gov't Site Approval                  5,250                  0.08
  General Contractor Fee                    175,000                  2.50
  Geotechnical & Exfiltration                 1,690                  0.02
  Impact Fees - Other                        17,245                  0.25
  Impact Fees - Traffic                      62,065                  0.89
  Impact Fees - Water/Sewer                   2,717                  0.04
  Insurance - Builder's Risk                 21,080                  0.30
  Insurance - Liability                      33,000                  0.47
  Legal - Due Diligence                       4,194                  0.06
  Legal - Partnership Docs                    2,000                  0.03
  Legal - Purchase                           11,992                  0.17
  Legal - Sale                               14,149                  0.20
  Loan Costs                                 28,400                  0.41
  Market Analysis                               350                  0.01
  Marketing - Brochures                         818                  0.01
  Marketing - Misc                            2,386                  0.03
  Permits - City                             33,000                  0.47
  Permits - County                              250                  0.00
  Permits - Other                             1,000                  0.01
  Planner                                     9,601                  0.14
  Platting Fees                                   0                  0.00
  Postage                                       484                  0.01
  Printing                                      394                  0.01
  Real Estate Taxes                          14,983                  0.21
  Renderings                                  1,905                  0.03
  Sales Deficit                              17,276                  0.25
  Surveying                                   3,800                  0.05
  Contingency                                15,693                  0.22
                                         ----------            ----------

TOTAL SOFT/DEVELOPMENT COSTS                791,271                 11.32

  FINANCING COSTS
    Interest Expense                        111,835                  1.60
    Origination Points & Fees                19,500                  0.28
                                         ----------            ----------
TOTAL FINANCING COSTS                       131,335                  1.88

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

TOTAL DEVELOPMENT COSTS                   4,739,944                 67.80
</TABLE>


                                       42


<PAGE>

<TABLE>
<S>                                       <C>                  <C>
LOAN AMOUNT (80% LOAN)                    3,791,725                 54.24
                                         ----------
EQUITY REQUIREMENT                          948,219                 13.56
CMSI                                        175,000
TED CIACCIA                                  17,500
NICK SOLIMINE                                17,500
LEVITT COMMERCIAL                           738,219
                                         ----------
TOTAL                                       948,219
</TABLE>


                                       43