<PAGE>
This AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 15th day of
April, 2002 by and among OLP RABRO DRIVE CORP., a New York corporation having an
office at Suite 303, 60 Cutter Mill Road, Great Neck, New York 11021 ("OLP" or
"Manager") and MELISSA FISHMAN, an individual having an address at 9 Gifford
Lake Drive, Armonk, New York 10504 ("Fishman", OLP and Fishman being sometimes
individually referred to herein as a "Member" and collectively as the
"Members").

                             W I T N E S S E T H :

      WHEREAS, the Members (or their predecessors in interest as the case may
be) entered into that certain Operating Agreement dated July 16, 1996 (the
"Original Agreement") relating to the operations of Elpans, L.L.C., a New York
limited liability company (the "Company");

      WHEREAS, the Members entered into that certain First Amendment to
Operating Agreement dated March 30, 1998; and

      WHEREAS, the Members now wish to amend and restate in its entirety the
Agreement as amended, all in accordance with the terms herein set forth.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions herein contained, and other good and valuable
consideration, the receipt and sufficiency of which hereby is acknowledged, the
parties hereto do hereby agree the Operating Agreement as amended is hereby
restated in its entirety as follows:

                                   ARTICLE I

                             CERTAIN DEFINED TERMS

      As used herein, the following terms shall have the following meanings.

      1.1   "Act" shall mean the New York Limited Liability Company Act.

      1.2 "Cash Flow" in any fiscal year shall mean the net income in such
period from operations of the Company determined on an accrual in accordance
with GAAP consistently applied (and including Sale Proceeds or Refinancing
Proceeds) plus (to the extent deducted for Federal income tax purposes):

            (a)   depreciation,

            (b)   amortization of capitalized costs,

            (c)   other non-cash charges deducted in determining such net
                  income, and

            (d) the net reduction in the amount of any reserves or escrows
            described in "(f)" and "(g)" below,

minus the following (to the extent included) for Federal income tax purposes):

            (e) principal payments on all secured and unsecured borrowings of
            the Company, loans and other indebtedness of the Company;
<PAGE>

            (f) the amount of cash set aside for working capital, property
            replacement reserves or expenditures and any other reserves
            reasonably deemed necessary by the Manager; and

            (g) any other cash expenditures or payments into escrow accounts, or
            otherwise (except distributions or payments to Members) which have
            not been deducted in determining the net income of the Company for
            such fiscal period and which were not funded by borrowings.

      1.3 "Code" shall mean the United States Internal Revenue Code of 1986, as
the same may be amended, the regulations promulgated thereunder ("Treasury
Regulations"), and any corresponding provisions of subsequent law.

      1.4 "Manager" shall mean OLP, or any Person or Persons who, at the time of
reference thereto, has been admitted as a successor to the interest of the
foregoing as the Manager of the Company or as an additional Manager. Managers
shall refer to all Managers then acting as such at the time of reference
thereto.

      1.5 "Member" shall mean any Person (including the Manager) who is a member
(including a Substituted Member) of the Company at the time of reference
thereto. Members shall refer to all Members at the time of reference thereto.

      1.6 "Company" shall mean the company formed pursuant to this Agreement by
the parties hereto, as said company may from time to time be constituted.

      1.7 "Percentage Interest" shall mean the percentages in the Company for
each Member set forth on Exhibit B attached hereto.

      1.7 "Property" shall mean the real property consisting of the fee interest
in the land located at 300 Gold Street, Brooklyn, New York and the buildings and
improvements erected or which may be erected thereon and the personal property
attached or appurtenant thereto or used in connection therewith together with
all incidents of ownership attendant or appurtenant thereto, and the proceeds of
any of the foregoing.

      1.8 "Refinancing Proceeds" shall mean the proceeds derived from a
refinancing or financing of the Property.

      1.9 "Required Approval" shall mean the approval of Members with Percentage
Interests equal to no less than 75%.

      1.10 "Sale Proceeds" shall mean the net proceeds derived from any Sale
less (i) the expenses incurred in connection with the receipt or collection
thereof, (ii) in the case of a condemnation, voluntary or involuntary conversion
or insured casualty, such portion thereof as is required to repair, restore or
replace the Property or any portion thereof and (iii) all amounts thereof
applied in reduction of Company liabilities.

                                  ARTICLE II

                                   FORMATION
<PAGE>

      2.1   Formation of Company.

      The Members have heretofore formed a New York limited liability company
under and pursuant to the Act by filing Articles of Organization with the
Department of State of the State of New York on August 7, 1995.

      2.2   Name and Principal Place of Business.

      The Company shall conduct its business and promote its purposes under the
firm name of Elpans, L.L.C. or such other name or names as the Manager may from
time to time select. The Company's principal office for the transaction of
business shall be at Suite 303, 60 Cutter Mill Road, Great Neck, New York 11021,
or such other place or places within or without the State of New York as the
Manager may select.

      2.3   Purposes.

      Except as otherwise expressly provided herein, the purposes of the Company
shall be to acquire, own, operate, develop, manage, lease and otherwise deal
with the Property or any interest therein, to conduct such other business
activities and operations as are consistent with and reasonably related to the
foregoing purposes and, in connection therewith, to borrow money necessary or
appropriate for the Company's business, to pledge, mortgage or otherwise
encumber all or any part of the Property or any interest therein and any other
assets of the Company and to sell, exchange or otherwise dispose of all or any
part of the Property or any interest therein and any other assets of the Company
for cash, stock, securities, evidences of indebtedness and other assets, or any
combination thereof, upon such terms and conditions as the Manager from time to
time may determine.

      2.4   Term.

      The term of the Company began as of the date of the filing of the Articles
of Organization with the Department of State of the State of New York hereof and
shall continue and extend to and including December 31, 2070, or until such
earlier date as the Company shall be dissolved and terminated pursuant to the
laws of the State of New York or Article XI hereof.

      2.5   Minimum Number of Members.

      There shall at all times be one or Members in the Company.

      2.6   Title to the Property.

      Title to the Property and to any other property, real or personal, owned
by or leased to the Company shall be held in the name of the Company, or in the
name of any nominee Manager may in its discretion designate.

                                  ARTICLE III

               CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; INTEREST
<PAGE>

      3.1   Manager's Capital Contributions.

      The Manager has made all of the existing capital contributions to the
Company.

      3.2   Fishman's Capital Contribution.

      Fishman has made no existing capital contribution to the Company.

      3.3   Capital Accounts.

      A separate capital account (each a "Capital Account") shall be maintained
for each Member, which shall consist of such Member's Capital Contribution
increased by his share of Company profits pursuant to Article IX hereof and not
distributed to such Member and by any Additional Advances, and decreased by
distributions to him by the Company pursuant to Sections 8.1 and 8.2 hereof, by
his share of Company losses pursuant to Article IX hereof and by operation of
Paragraph 3.6(a). Except as otherwise expressly provided herein, no Member shall
be permitted to make any withdrawals from his Capital Account. Capital Accounts
shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury
Regulations.

      3.4   Interest and Right to Property.

      Except as expressly set forth herein, no interest or preferred return
shall be paid on the Capital Contribution of any Member, nor shall any Member
have the right to demand and receive property, other than cash, in return for
such Member's Capital Contribution.

      3.5   Additional Advances.

      The Manager shall be permitted, if the Manager shall determine in its
reasonable opinion that it is necessary or advisable that the Company have
additional funds, to request of the Members that they contribute to the
Membership such additional funds. Such additional funds actually received by the
Company shall be referred to herein as the "Additional Advances" and
individually as an "Additional Advance". Notwithstanding anything to the
contrary set forth herein, no Member shall be required to make an Additional
Advance.

      3.6   Failure to Contribute Additional Advances.

      If a Member fails to timely contribute its full share of any Additional
Advance called for pursuant to Paragraph 3.5, such failure shall not constitute
a default under this Agreement and the sole and exclusive remedy of the
contributing Members on account of such failure shall be as set forth elsewhere
herein relating to a priority return with interest on the funds so advanced.

      3.7   Restoration of Negative Capital Accounts.

      In the event of a liquidation of the Company, any Member with a negative
balance in its Capital Account shall pay over to the Company such amount as may
be necessary to increase such Capital Account to zero.

                                  ARTICLE IV
<PAGE>

                           SPECIAL POWER OF ATTORNEY

      4.1   Appointment of Manager.

      Each Member, upon his admission to the Company, hereby irrevocably makes,
constitutes and appoints the Manager as his true and lawful attorney-in-fact,
with power and authority in his name, place and stead, to make, execute, sign,
acknowledge and file on behalf of the Company:

      a. The Articles of Organization of the Company or amendments to such
      Articles as may be required or permitted pursuant to the provisions of
      this Agreement or by applicable law;

      b. All certificates, documents and papers which may be deemed necessary or
      desirable by the Manager to effect the termination of the Company after
      its dissolution as provided in this Agreement; and

      c. All such other instruments, documents and certificates which may from
      time to time be required or permitted by the laws of any state, the United
      States of America, or any political subdivision or agency thereof, to
      effectuate, implement, continue and defend the valid and subsisting
      existence, rights and property of the Company as a Company and its power
      to carry out its purposes as set forth in this Agreement.

      4.2   Terms of Appointment.

      The foregoing appointment:

      a. Is irrevocable and shall be deemed to be a power coupled with an
      interest in recognition of the fact that each of the Members will be
      relying upon the power of the Manager to act as contemplated by this
      Agreement in such execution, acknowledgement and filing and such other
      actions by the Manager on behalf of each Member;

      b. Shall survive the death, incapacity or Bankruptcy of any Member (other
      than Manager) granting the same and the transfer, by operation of law or
      otherwise, by any such granting Member of the whole or any part of his
      interest in and to the Company, its capital, profits or losses hereunder;
      and

      c. May be exercised by the Manager on behalf of each Member by a facsimile
      signature of the Manager or by listing all of the Members executing any
      instrument with a single signature of the Manager as attorney-in-fact for
      all of them.

      4.3   Separate Form.

      Each Member, hereby agrees to execute, acknowledge and deliver to the
Manager, promptly upon request therefor by the Manager, a power of attorney in
recordable form satisfactory to the Manager evidencing the foregoing
appointment.

                                    ARTICLE V

                MANAGEMENT; RIGHTS OF MEMBERS; FEES AND EXPENSES

      5.1   Management.


<PAGE>

      Except as otherwise expressly provided for herein and subject to the
restrictions contained in Section 5.4 hereof, (a) the business affairs of the
Company (customary and extraordinary) shall be managed by the Manager; (b) the
Manager shall have the exclusive right and power (without the consent of any
other Member) to manage the business affairs of the Company (customary and
extraordinary) and to manage, operate and control the Company and the Property,
to do all things necessary or appropriate to carry on its business and purposes,
including, but not limited to, the right to enter into agreements to manage,
sell, mortgage and/or lease the Property with Persons who may or may not be
affiliated or related to any Member and is hereby authorized to take any action
of any kind and to do everything it deems necessary in accordance with the
provisions of this Agreement.

      5.2   No Fees.

      Manager shall not be entitled to receive any fees or other compensation
from the Company for its services rendered solely in its capacity as Manager.

      5.3   Reimbursement for Company Expenses.

      Manager shall be entitled to reimbursement by the Company for all
out-of-pocket expenses reasonably paid or incurred by it, or in connection with
the discharge of its obligations under this Agreement or otherwise reasonably
paid or incurred by it on behalf of the Company.

      5.4   Restrictions on Authority of the Manager.

      Notwithstanding the grant of authority to the Manager under Section 5.1
hereof, without Required Approval, the Manager shall not:

            (i)    sell the Property to an affiliate of Manager.

      5.5   Manager's Time.

      Manager shall devote to the affairs of the Company so much of its time as
Manager in its sole discretion deems necessary or advisable to carry on the
Company's business.

      5.6   Non-Exclusivity.

      Any Member, including OLP and Fishman, may engage in or possess an
interest in other business ventures of every nature and description,
independently or with others, including, but not limited to, the ownership,
financing, leasing, operation, management, syndication, brokerage and
development of real property (competing or non-competing with the Property), and
neither the Company nor any Members thereof shall have any right by virtue of
this Agreement to participate in any way in any such independent ventures
(whether presently existing or hereafter established or created) or to the
income, profits or losses derived therefrom. The fact that a Member or any
member of his family is employed by, or is directly or indirectly interested in
or connected with, any Person with which the Company transacts business shall
not prohibit the Managers from dealing with such Person, and neither the Company
nor any Members thereof, as such, shall have any rights in such Person, or to
any income, profits or losses derived therefrom. Manager shall not be obligated
to present any particular investment opportunity to the Company even if such
opportunity is of a character which, if presented to the Company could be taken
by the Company and Manager shall have the right to take for his own account
(individually or as trustees), or to recommend to others including affiliates
any such particular investment opportunity.
<PAGE>

      5.7   No Liability and Indemnity.

      Manager shall not be liable, responsible or accountable to the Company or
any Member for any act or omission performed or omitted pursuant to the
authority granted to him or it hereunder or by law, or for a loss resulting from
any mistake or error in judgement on its part or from the negligence,
dishonesty, fraud or bad faith of any employee, broker or other agent of the
Company, provided that such act or omission, such mistake or error in judgement
or the selection of such employee, broker or other agent, as the case may be,
did not result from the willful misconduct, gross negligence or fraud of such
Manager. A Manager may consult with legal counsel and any action taken or
omitted in good faith in reliance upon and in accordance with the opinion or
advice of such counsel shall be full protection and justification of a Manager
with respect to the action so taken or omitted. The Company shall indemnify,
defend and save harmless, solely from Company assets, Manager from any loss,
damage, liability or expense incurred or sustained by him or it by reason of any
act performed, omitted to be performed for or on behalf of the Company and in
furtherance of its interest, but this indemnity shall not be applicable to loss,
damage, liability or expense resulting from the willful misconduct, gross
negligence or fraud of Manager, nor shall it be construed as a guaranty of the
Capital Contributions of a Manager to the Company.

      5.8   Reliance by Third Parties.

      Third parties dealing with the Company may rely conclusively upon the
power and authority of Manager to act as set forth herein and shall not be
required to inquire into or ascertain the authority of Manager to so act.

                                  ARTICLE VI

                               RIGHTS OF MEMBERS

      6.1   No Right to Participate in Management.

      Members (other than Manager) shall have no right to, nor shall they take
any part in or interfere in any manner with the conduct, control or management
of the Company's business and shall have no right or authority to act for or
bind the Company, said powers being vested solely and exclusively in Manager.

      6.2   Limited Liability.

      No Member (including Manager) shall be liable for the debts, liabilities,
losses, contracts or any other obligations of the Company. A Member (including
Manager) shall be liable only to make his Capital Contribution and shall not be
required to lend any funds to the Company or, after his Capital Contribution
shall have been paid, to make any further Capital Contribution to the Company.
No Member (including Manager) shall have any personal liability for the
repayment of the Capital Contribution of any Member.

      6.3   Restrictions on Members.

No Member shall have the right or power to:

      a. Withdraw or reduce his Capital Contribution to the Company except as a
      result of the dissolution of the Company or as otherwise provided by law;
<PAGE>

      b. Bring an action for partition against the Company; or

      c. Cause the termination and dissolution of the Company by court decree or
      otherwise (except in compliance with this Agreement).

Other than upon the termination and dissolution of the Company as provided by
this Agreement, there has been no time agreed upon when the Capital Contribution
of each Member must be returned.

      6.4   REIT Qualifications.

      The Members acknowledge that OLP is a qualified Real Estate Investment
Trust subsidiary for federal income tax purposes. Notwithstanding anything to
the contrary herein provided, no member may commit, permit or omit to do any act
or thing that would jeopardize such tax status of OLP.

                                  ARTICLE VII

                         TRANSFER OF MEMBER INTERESTS

      7.1   Withdrawal of Members.

      Except as otherwise provided herein, no Member (other than Manager) may
resign, withdraw or retire voluntarily from the Company or sell, transfer,
assign, pledge, encumber or otherwise dispose of (hereinafter collectively
called "Transfer") his interest in the Company, its capital, profits and losses
(hereinafter called "Interest").

      7.2   Additional Members.

      Except as otherwise provided herein in Sections 7.3 or 7.4, additional
Members may only be admitted to the Company with the prior written consent of
Manager.

      7.3   Transfers by Members.

      a. Each Member shall have the right to Transfer all or any part of his or
its Interest to (i) another Member, (ii) if held by an individual then to his
spouse, children, grandchildren or a trust or trusts for the benefit of one or
more of the foregoing, or (iii) an Affiliated Entity, as hereinafter defined;
provided, however, that, prior to making any such Transfer, the proposed
transferor shall furnish to the Company an opinion of his counsel (in form and
substance acceptable to counsel for the Company) to the effect that such
Transfer shall not (1) violate or cause the Company to violate any applicable
Federal, state or local securities law, regulation or interpretive ruling, and
(2) shall not cause a termination of the Company for the purposes of any
applicable Federal, state, or local tax law, regulation or interpretive ruling.
As used in this Agreement, "Affiliated Entity" shall be (y) any corporation in
which the transferring Member retains sufficient voting stock to elect directly
or indirectly a majority of the board of directors of such corporation, or (z)
any partnership or other entity in which more than fifty percent (50%) of the
interests are owned by the transferring Member.

      b. Manager may freely assign all or part of its Interest to such parties
as it determines; provided, however, that, prior to making any such Transfer,
the proposed transferee shall furnish to the Company evidence satisfactory to
Manager to the effect that such Transfer shall not (1) violate or cause the
Company to violate any applicable Federal, state or local securities law,
regulation or interpretive ruling,

<PAGE>
and (2) shall not cause a termination of the Company for the purposes of any
applicable Federal, state, or local tax law, regulation or interpretive ruling.

      c. In the event that any Member at any time attempts to make a Transfer of
his or its Interest in violation of the provisions of this Agreement, the other
Members or any one of them, shall in addition to all other rights and remedies
which they may have in law, in equity or under the provisions of this Agreement,
be entitled to a decree or order restraining such attempted Transfer and the
offending Member shall not plead in defense thereto that there would be an
adequate remedy at law, it being recognized and agreed that the injury and
damage resulting from such a breach would be impossible to measure monetarily.

      7.4  Option to Purchase in Favor of Manager.

       a. Anything in this Agreement to the contrary notwithstanding, Manager
may at any time may offer to purchase all or a part of the Interest of the other
Members at a price per percentage Interest being acquired equal to 1% of 90% of
the value of the Property as determined by an appraiser selected by Manager. To
effectuate such option, Manager shall give notice in writing to the other
Members (the "Proposal Notice") of its desire to purchase stating the price per
Percentage Interest at which he is willing to purchase the other Members'
Interest, which shall be paid in cash at the closing set forth in paragraph "c"
of this Section 7.4. The Other Members, pro rata in accordance with their
respective Percentage Interests, shall thereupon sell their Interest to Manager
within thirty (30) days of the Proposal Notice.

      b. The other Members shall have no right to acquire the Interest of
Manager or to cause or request that the Property be sold.

      7.5 Death, Withdrawal, Incompetence, Bankruptcy or Dissolution of Manager.

      The death, withdrawal, incompetence, Bankruptcy or dissolution of Manager
shall not cause a dissolution of the Company. The death, withdrawal,
incompetence, Bankruptcy or dissolution of the last acting Manager shall cause a
dissolution of the Company unless the remaining Members exercise the right set
forth in Section 11.2 hereof. The Interest of a deceased, withdrawn,
incompetent, Bankrupt or dissolved Manager shall constitute a regular Member
Interest (with, notwithstanding anything in this Agreement to the contrary, the
same economic rights and preferences of such Manager Interest) and the
transferee, legal representative or successors-in-interest, as the case may be,
of such former Manager shall be admitted to the Company as a regular Member (and
not a Manager) upon compliance with Section 7.7 hereof; provided, however, that
in the event of the Bankruptcy of a Manager, if such representative or
successor-in-interest shall not comply with Section 7.7 hereof, then the
interest of such Bankrupt Manager shall be dealt with in accordance with
applicable law at the earliest practicable time. Anything herein contained to
the contrary notwithstanding, such reconstituted Interest shall not affect the
rights of the Members as to distributions or return of their Capital
Contributions or otherwise. Except as otherwise provided in this Agreement, no
additional Managers shall be admitted to the Company.

      7.6   Death, Bankruptcy or Incompetence of a Member.

            The death, Bankruptcy or incompetence of a Member shall not cause a
dissolution of the Company.

      7.7   Non-Complying Assignments.

      Any assignment, sale, exchange or other Transfer in contravention of any
of the provisions of this

<PAGE>
Article VII shall be void and ineffectual, and shall not bind or be recognized
by the Company.

      7.8   Obligations of Successors.

      Any person who acquires an Interest in the Company by assignment or is
admitted to the Company as a Substituted Member shall be subject to and bound by
all the provisions of this Agreement as if originally a party to this Agreement.

                                 ARTICLE VIII
                                 DISTRIBUTIONS

      8.1   Priority of Distribution of Cash Flow.


      Cash Flow of the Company as, when and to the extent available with respect
to each fiscal year of the Company or any portion thereof shall be allocated and
distributed to the Members in the following order of priority:

      1. First, to the reasonable and customary operating expenses of the
      Property (including without limitation but only to the extent deemed
      necessary or appropriate by Manager taxes, insurance premiums, debt
      service payments, reserves for future items, repairs, utilities, wages,
      snow removal, mangement fees, leasing fees, financing fees, landscaping
      and other customary operating expenses) and the Company (such as audit and
      other professional fees) and the payment of all expenses related to any
      capital transaction;

      2. Then, to the Members in repayment of interest on any Additional Advance
      (and any accrued but unpaid interest thereon) made by any such Member to
      the Company (over and above their respective Capital Contributions)
      computed at a rate (the "Advance Interest Rate") equal to the greater of
      (i) fifteen percent (15%) per annum or (ii) the prime rate of Citibank (or
      if unavailable then a comparable index chosen by the Manager) plus five
      percent (5%) per annum, adjusted monthly;

      3. Then, to the Members in repayment of any Additional Advance made by any
      such Member to the Company; and

      4. Then, any remaining sums to the Members on a pro rata basis in
      accordance with their respective Percentage Interests.


      8.2   Priority of Distribution of Refinancing Proceeds and Sales Proceeds.

      Refinancing Proceeds, Sale Proceeds and the proceeds upon the liquidation
of the Company ("Capital Event Proceeds"), as, when and to the extent available
with respect to each fiscal year of the Company or any portion thereof shall be
allocated and distributed to the Members in the following order of priority:

      1. First, to the reasonable and customary expenses of the Company incurred
      in connection with obtaining such Capital Event Proceeds, including
      without limitation brokerage fees (including to affiliates of Manager),
      legal fees, title insurance costs, recording fees, transfer taxes,

<PAGE>
      gains taxes and mortgage recording taxes;

      2. Then, to the funding of reserves for the Property to be held by the
      Manager in such amounts, if any, as the Manager shall determine;

      3. Then, to the prepayment of any indebtedness of the Company in such
      amounts, if any, as the Manager shall determine;

      4. Then, to the Members in repayment of interest on any Additional Advance
      (and any accrued but unpaid interest thereon) made by any such Member to
      the Company (over and above their respective Capital Contributions)
      computed at the Advance Interest Rate;

      5. Then, to the Members in repayment of any Additional Advance made by any
      such Member to the Company;

      6. Then, to OLP until OLP shall have received a rate of return of twelve
      percent (12%) per annum (the "Initial Return") on its Capital Account,
      which Initial Return shall be deemed to have accrued to the extent unpaid
      and be compounded monthly;

      7. Then, when the Initial Return shall have been paid in full, to OLP in
      reduction of its original Capital Account; and

      8. Then, any remaining sums to the Members on a pro rata basis in
      accordance with their respective Percentage Interests; provided, however,
      that if after taking into account the distribution that would be made
      pursuant to this Section 8.2(8) OLP shall not have received an internal
      rate of return of 15% (the "Preferred Return"), then the amount necessary
      so that OLP shall receive its Preferred Return in full shall be deducted
      from the amount that would otherwise have been paid to the other Members
      and such amount shall also be paid to OLP.

      8.3   Time for Distributions.

      Distributions shall be made from time to time and at such time or times as
the Manager may determine.

                                  ARTICLE IX

                                  TAX MATTERS

      9.1   Tax Determinations.

      Manager shall make such determinations and allocations in respect of
federal, state and local tax matters as it shall determine.

                                   ARTICLE X

                         RECORDS AND BOOKS OF ACCOUNT

      10.1  Records and Books of Account.
<PAGE>

      Manager shall maintain or cause to be maintained such books and records as
Manager shall determine appropriate in respect of the Company.

      10.2  Fiscal Year.

      The fiscal year of the Company shall end on December 31.

                                  ARTICLE XI

                                 DISSOLUTION;

                         LIQUIDATION; AND TERMINATION

      11.1  Dissolution.

      The Company shall be dissolved upon the first to occur of any of the
      following events;

      a.    The expiration of the term provided for herein;

      b. The death, withdrawal, Bankruptcy or incompetence of the last remaining
      Manager unless the Company's business is continued as provided in Section
      11.2 hereof;

      c. The sale of all or substantially all of its assets, and the collection
      and distribution of the proceeds thereof; or

      d.  Required Approval in writing for such dissolution has been obtained.

      11.2  Right to Continue the Company's Business.

      Upon the death, withdrawal, Bankruptcy, incompetence or dissolution of the
last remaining Manager, the remaining Members acting unanimously shall have the
right, but not the obligation, exercisable within thirty (30) days from such
death, withdrawal, Bankruptcy, incompetence or dissolution to admit a new
Manager to the Company upon such terms and conditions as they shall agree, and
to elect to continue the Company's business, in a reconstituted form as herein
provided. In such event, the Company shall not be dissolved but shall continue,
and the Interest therein and thereto of the last remaining Manager shall be a
regular Member's Interest with otherwise equivalent economic benefits (with,
notwithstanding anything in this Agreement to the contrary, the same economic
rights and preferences of such Manager Interest immediately prior to such
reconstitution) and shall pass to such former Manager's successor-in-interest or
legal representative, and such reconstituted Company shall have the exclusive
right to use the Company's firm name and style.

      11.3  Liquidation.

      a. Upon the dissolution of the Company, Manager shall take or cause to be
taken a full accounting of the Company's assets and liabilities as of the date
of such dissolution and shall proceed with reasonable promptness to liquidate
the Company's assets and to terminate its business. The cash proceeds from the
liquidation, as and when available therefor, shall be applied and distributed in
the order of priority set forth above in Section 8.2.

      b. The Manager shall administer the liquidation of the Company and the
termination of its

<PAGE>
business. The Manager shall be allowed a reasonable time for the orderly
liquidation of the Company's assets and the discharge of liabilities to
creditors, so as to minimize losses resulting from the liquidation of the
Company's assets.

      c. Anything herein contained to the contrary notwithstanding, a Manager
shall not be personally liable for the return of any Member's Capital
Contributions, or any part thereof. Any such return shall be made solely from
the Company's assets.

      d. Except as otherwise provided herein, no dissolution or termination of
the Company shall relieve, release or discharge any Member, or any of his
successors, assigns, heirs or legal representatives, from any previous breach or
default of, or any obligation theretofore incurred or accrued under any
provision of this Agreement, and any and all such liabilities, claims, demands
or causes of action arising from any such breaches, defaults and obligations
shall survive such dissolution and termination.

      11.4  Termination.

      Upon compliance with the foregoing plan of liquidation and distribution,
the Manager shall file or cause to be filed the appropriate termination
documents required to effectuate the dissolution and termination of the Company
and the Company thereupon shall be terminated.

                                  ARTICLE XII

                             STATUS OF THE COMPANY

      Anything in this Agreement to the contrary notwithstanding, it is
expressly intended that the entity formed hereby be a limited liability company
and taxed as a partnership by the applicable provisions of the Code, the rules
and regulations promulgated thereunder, and other laws pertaining thereto, and
that in every respect all of the terms and provisions hereof shall at all times
be so construed and interpreted as to give effect to this intent. In the event
that the Internal Revenue Service of the United States or any governmental
authority having jurisdiction shall in any way or at any time determine that any
provision or provisions of this Agreement affects the status of this entity as a
limited liability company taxable as a partnership, then and in such event the
Manager shall have the authority to and shall modify, amend or supplement the
terms and provisions of this Agreement to the extent necessary to comply with
the rules, regulations and requirements of the Internal Revenue Service of the
United States or any other governmental authority having jurisdiction, in order
that the entity formed hereby be treated as a limited liability company taxed as
a partnership, be taxable as such, and the Members hereof taxable as partners of
a partnership; which modification or amendment shall be retroactively applied to
the date of this Agreement.

                                 ARTICLE XIII

                                 MISCELLANEOUS

      13.1  Arbitration.

      Except to the extent that the disputants agree in writing to any other
method of resolution of a given dispute and except to the extent the resolution
of any question is final, binding and conclusive upon the Members under the
terms of this Agreement, any dispute arising among the Members, or any of them,
or their successors-in-interest, or the estate of a deceased Member, concerning
the meaning or

<PAGE>
interpretation of this Agreement, or the rights, duties, or obligations of the
Members, including the successors-in-interest and the estate of a deceased
Member, shall, with reasonable promptness, be submitted to and determined by
arbitration by the American Arbitration Association in the City of New York, in
accordance with its rules then in force and effect, and judgement upon any award
rendered may be entered in any court having jurisdiction thereof, and any such
party may, if he so elects, institute proceedings in any court having
jurisdiction for the specific performance by any party of any such award.

      13.2  Notices.

      Unless otherwise provided herein, any offer, acceptance, election,
approval, consent, certification, request, waiver, notice or other communication
required or permitted to be given hereunder (hereinafter collectively referred
to as a "Notice") shall be deemed given only if in writing and either (i) sent
by certified or registered mail, postage prepaid and return receipt requested,
or (ii) delivered by a reputable overnight carrier, delivery prepaid for
delivery on the next business day, and in either case addressed to the Company
at its then principal office and to the Member or Members to whom any such
Notice is addressed at the addresses set forth on Exhibit C attached hereto.
Notices sent by mail shall be effective three (3) business days following their
deposit with the U.S. Post Office and notices sent by overnight courier shall be
effective the next business day following their deposit with a reputable
overnight carrier. Any Member may change its address set forth on Exhibit C by
written notice to the Company and each Member and shall be effective ten (10)
days following the effective date of the Notice provided that a notice of change
of address of any Member shall not be deemed to have been given until actual
receipt by the Company. Notices on behalf of the Company or any Member may be
given by their respective attorneys.

      13.3  Entire Agreement.

      This Agreement contains the entire agreement of the parties hereto and
supersedes all prior agreements and understandings, oral or otherwise, among the
parties hereto with respect to the matters contained herein and (except as
specifically noted herein) it cannot be modified or amended except with Required
Approval.

      13.4  Waivers.

      Except as otherwise expressly provided herein, no purported waiver by any
party of any breach by another party of any of his obligations, agreements or
covenants hereunder, or any part thereof, shall be effective unless made in
writing subscribed by the party or parties sought to be bound thereby, and no
failure to pursue or elect any remedy with respect to any default under or
breach of any provision of this Agreement, or any part thereof, shall be deemed
to be a waiver of any other subsequent similar or different default or breach,
or any election of remedies available in connection therewith, nor shall the
acceptance or receipt by any party of any money or other consideration due him
under this Agreement, with or without knowledge of any breach hereunder,
constitute a waiver of any provision of this Agreement with respect to such or
any other breach.

      13.5  Headings, Gender and Number.

      The section headings herein contained have been inserted only as a matter
of convenience of reference and in no way define, limit or describe the scope or
intent of any provisions of this Agreement nor in any way affect any such
provisions. Where appropriate as used herein, the masculine gender shall be
deemed to include the feminine, the feminine gender shall be deemed to include
the masculine, the singular number shall be deemed to include the plural and the
plural number shall be deemed to include


<PAGE>

the singular.

      13.6  Severability.

      Each provision of this Agreement shall be considered to be severable and
if, for any reason, any such provision or provisions, or any part thereof, is
determined to be invalid and contrary to any existing or future applicable law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid, but this Agreement shall be construed and
enforced in all respects as if such invalid or unenforceable provision or
provisions had been omitted; provided, however, that the status of this Company,
as a limited liability company taxed as a partnership, shall not be prejudiced.

      13.7  Counterparts.

      This Agreement may be executed in one or more counterparts and each of
such counterparts, for all purposes, shall be deemed to be an original but all
of such counterparts together shall constitute but one and the same instrument,
binding upon all parties hereto, notwithstanding that all of such parties may
not have executed the same counterpart.

      13.8  Benefit.

      This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective executors, administrators and successors,
but shall not be deemed for the benefit of creditors of any other persons, nor
shall it be deemed to permit any assignment by a Member of any of his rights or
obligations hereunder except as expressly provided herein.

      13.9  Further Actions.

      Each of the Members hereby agrees that he or it shall hereafter execute
and deliver such further instruments and do such further acts and things as may
be required or useful to carry out the intent and purpose of this Agreement and
as are not inconsistent with the terms thereof.

      13.10  Interpretation.

      This Agreement and all matters pertaining thereto shall be governed by the
laws of the State of New York, and particularly the Act, without application to
New York's conflict of law provisions. This Agreement shall not be construed
against the party that caused the initial draft of this Agreement to be prepared
as all parties hereto have had the opportunity to review and negotiate the form
of this Agreement.

      13.11  No Third Party Beneficiaries.

      The provisions of this Operating Agreement are not intended to be for the
benefit of any creditor or other person (other than a Member in his capacity as
a Member)to whom any debts, liabilities, or obligations are owed by (or who
otherwise has any claim against) the Company or any of the Members; and no such
creditor or other person shall obtain any benefit from such provisions or shall,
by reason of any such foregoing provision, make any claim in respect of any
debt, liability, or obligation against the Company or any of the Members.

      IN WITNESS WHEREOF, the Members have hereunto executed this Amended and
Restated

<PAGE>

Operating Agreement as of the day and year first above written.

                                    Manager:

                                    OLP RABRO DRIVE CORP.


                                    by:
                                        ----------------------------
                                    name:
                                         ---------------------------

                                    title:
                                         ---------------------------


                                    Other Member:

                                    --------------------------------
                                    Melissa Fishman

<PAGE>


                                   EXHIBIT A

                      Percentage Interests of the Members.

<TABLE>
<CAPTION>
                                         Percentage
                                         Interest in the
Members:                                 Company:
--------                                 --------
<S>                                      <C>
OLP Rabro Drive Corp.                     95.00%

Melissa Fishman                            5.00%
</TABLE>
<PAGE>


                                   EXHIBIT B

                             Addresses for Notice



Notices should be addressed as follows:

<TABLE>
<S>                           <C>
      if to OLP:              OLP Rabro Drive Corp.
                              Suite 303
                              60 Cutter Mill Road
                              Great Neck, New York  11021
                              attn:  David W. Kalish, Sr Vice President

      with a copy to:         Mark H. Lundy, Vice President
                              OLP Rabro Drive Corp.
                              Suite 303
                              60 Cutter Mill Road
                              Great Neck, New York  11021


      if to Fishman:          Melissa Fishman
                              9 Gifford Lake Drive
                              Armonk, New York 10504

      with a copy to:         David H. Cohen, Esq.
                              Moritt Hock and Hamroff
                              50 Clinton Street
                              Hempstead, New York  11550
</TABLE>