EXHIBIT 3.2
 LIMITED LIABILITY COMPANY AGREEMENT
 OF
 SECURED PRINCIPAL, LLC
 A DELAWARE LIMITED LIABILITY COMPANY




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TABLE OF CONTENTS
 1.
    
    Definitions
    
    
    12.
    
    Formation and Organization
    
    
    12.1
    
    Formation
    
    
    12.2
    
    Disclaimer of Partnership
    
    
    12.3
    
    Name and Place of Business
    
    
    12.4
    
    Title to Assets; No Partition
    
    
    12.5
    
    Purpose
    
    
    12.6
    
    Agent for Service of Process
    
    
    22.7
    
    Term
    
    
    23.
    
    Membership
    
    
    23.1
    
    Members
    
    
    23.2
    
    Personal Nature of Membership Interests
    
    
    23.3
    
    Liability Limitation
    
    
    23.4
    
    Additional Members
    
    
    23.5
    
    Admission of Substitute Members
    
    
    23.6
    
    Resignation or Withdrawal
    
    
    23.7
    
    Management Rights of Members
    
    
    24.
    
    Capital Contributions
    
    
    24.1
    
    Original Capital Contributions
    
    
    24.2
    
    Additional Capital Contributions
    
    
    24.3
    
    Capital Accounts
    
    
    25.
    
    Management of the Company
    
    
    35.1
    
    Exclusive Management by the Manager
    
    
    35.2
    
    Agency Authority of Manager
    
    
    35.3
    
    Death, Disability or Bankruptcy of a Manager
    
    
    35.4
    
    Removal of a Manager
    
    
    35.5
    
    Powers of Manager
    
    
    45.6
    
    Limitations on Power of the Manager
    
    
    45.7
    
    Contractual Duties
    
    
    55.8
    
    Transactions between the Company and the Manager
    
    
    55.9
    
    Expenses
    
    
    56.
    
    Indemnification And Insurance
    
    
    56.1
    
    Indemnification of Agents
    
    
    56.2
    
    Insurance
    
    
    57.
    
    Time and Effort
    
    
    68.
    
    Independent Activities
    
    
    69.
    
    Allocations of Profit and Loss
    
    
    69.1
    
    Loss
    
    
    69.2
    
    Profit
    
    
    69.3
    
    Special Allocations
    
    
    69.4
    
    Certain Additional Allocations
    
    
    79.5
    
    Compliance with Law and Regulations
    
    
    79.6
    
    Tax Elections and Determinations
    
    
    79.7
    
    Authority of Tax Matters Member
    
    
    8
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9.8
    
    Allocations upon Transfers of Membership Interests
    
    
    810.
    
    Distributions
    
    
    810.1
    
    Distributions
    
    
    810.2
    
    Withholding Taxes
    
    
    810.3
    
    No Distributions in Kind
    
    
    911.
    
    Transfer of Membership Interests
    
    
    911.1
    
    Transfer
    
    
    911.2
    
    Transfer Void
    
    
    912.
    
    Company Accounting
    
    
    912.1
    
    Partnership Tax Treatment
    
    
    912.2
    
    Method of Accounting
    
    
    912.3
    
    Fiscal Year
    
    
    912.4
    
    Financial and Business Records
    
    
    913.
    
    Occurrence of an Event of Default
    
    
    1014.
    
    Purchase Rights Upon Occurrence of Option Events
    
    
    1014.1
    
    Option Events
    
    
    1014.2
    
    Obligation to Serve Notice
    
    
    1114.3
    
    Exercise of Option by Affected Member or Company
    
    
    1214.4
    
    Purchase Price
    
    
    1314.5
    
    Failure of Selling Person to Cooperate with Purchase
    
    
    1314.6
    
    Closing for Purchase and Sale of Membership Interest
    
    
    1314.7
    
    Consent of Spouse or Domestic Partner
    
    
    1415.
    
    Dissolution, Liquidation and Termination of the Company
    
    
    1415.1
    
    Limitations
    
    
    1415.2
    
    Cause of Dissolution
    
    
    1415.3
    
    Authority to Wind Up
    
    
    1415.4
    
    Liquidation of the Company
    
    
    1415.5
    
    Filing Certificates of Dissolution and Cancellation
    
    
    1516.
    
    Investment Representations
    
    
    1517.
    
    Miscellaneous Provisions
    
    
    1617.1
    
    Amendment
    
    
    1617.2
    
    Attorney Fees
    
    
    1617.3
    
    Authority
    
    
    1617.4
    
    Consents
    
    
    1617.5
    
    Counterparts
    
    
    1617.6
    
    Exhibits and Appendices
    
    
    1617.7
    
    Interpretation
    
    
    1617.8
    
    Notices
    
    
    1617.9
    
    References
    
    
    1617.10
    
    Third-Party Rights
    
    
    1617.11
    
    Time
    
    
    1617.12
    
    Waiver
    
    
    17
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LIMITED LIABILITY COMPANY AGREEMENT
OF
SECURED PRINCIPAL, LLC
A DELAWARE LIMITED LIABILITY COMPANY
 Company Manager Packard Trust Stewart Trust Members
 AGREEMENT
  Definitions Appendix 1
  Formation
 Disclaimer of Partnership
 Name and Place of Business
 Title to Assets; No Partition
 Purpose
 1




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Agent for Service of Process
 Term
  Members
 Personal Nature of Membership Interests
 Liability Limitation
 Additional Members
 Admission of Substitute Members Section 14
 Resignation or Withdrawal
 Management Rights of Members
  Original Capital Contributions Exhibit A
 Additional Capital Contributions
 Capital Accounts
 Additions to Capital Account
 2




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Subtractions from Capital Account
 Compliance with Regulations
 Capital Account Adjustment Appendix 1
  Exclusive Management by the Manager
 Agency Authority of Manager
 Death, Disability or Bankruptcy of the Manager
 Removal and Replacement of a Manager
 3




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Powers of the Manager Section 5.1
              Limitations on Power of the Manager
  4




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Contractual Duties
 Transactions between the Company and the Manager
 Expenses
  Indemnification of Agents
 Insurance
 5




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Time and Effort
 Independent Activities
  Loss
 Section 9.2.2
   Profit
 Section 9.2.1
  Special Allocations Section
9
 Certain Special Allocations
 Minimum Gain Chargeback Section 9 Section 9.3.1(a)
 Company Nonrecourse Debt Minimum Gain Chargeback Section 9 Section 9.3.1(a)
 6




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Section 9.3.1(b)
 Qualified Income Offset Section
9 Section 9.3.1(a) Section 9.3.1(b) Section 9.3.1(c)
 Nonrecourse Deductions
 Member Nonrecourse Deductions
 Certain Additional Allocations
 Assets Distributed In Kind Section
9.1 Section 9.4 Section 9.4.1
 IRC Section 704(c) Allocation
 Compliance with Law and Regulations Section 9 Section 4
 Tax Elections and Determinations
 7




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Authority of Tax Matters Member
       Allocations upon Transfers of Membership Interests
  Distributions
 Withholding Taxes
 8




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No Distributions in Kind
  Transfer Section 3.5
 Section 14
   Transfer Void
  Partnership Tax Treatment
 Method of Accounting
 Fiscal Year
 Financial and Business Records
 Records Maintenance
 Income Tax Data and Reports
 9




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Occurrence of an Event of Default Section 15 Section 13
  Option Events
 Third Party Purchase Offer
 Attachment, Levy, Bankruptcy
 Dissolution of Marriage or Domestic Relationship Section 11.1
 Failure to Obtain Consent of Spouse or Domestic Partner Section 14.7
 Event of Default
 Death
 10




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Selling Person Section 3.5
 Obligation to Serve Notice
 Third Party Offer Notice
 Attachment, Levy, Bankruptcy Etc., Notice
 Dissolution, Severance Notice
 Failure to Obtain Consent of Spouse or Domestic Partner Section 14.7
 Event of Default
 Death
 Failure to Provide Notice Section 14.2
 11




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Exercise of Option by Affected Member or Company
 Notice By Company to Affected Member and Remaining Members Appendix I Section 14.3.2
 Time and Method for Exercise of Option Section 14.3.1
 Residual Options Section 14.3.2 Section 14.3.2
 Transfer After Failure to Exercise Options Section 14.2.1 Section
14.2.1 Section 14
 12




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Section 14.2. Section 14.2.1 Section 11.1
 Purchase Price
 Third Party Offer Section 14 Section 14.4.2
 Other Option Events
 Payment of the Purchase Price
 Failure of Selling Person to Cooperate with Purchase Section
14.4.3
 Closing for Purchase and Sale of Membership Interest
 13




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Consent of Spouse or Domestic Partner
  Limitations
 Cause of Dissolution
      Authority to Wind Up
 Liquidation of the Company
 Cash Distributions and Profit and Loss Allocations
 Distributions
 Expenses
 14




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Reserves
 Liquidating Distributions
 Filing Certificates of Dissolution and Cancellation
 Investment Representations
      15




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Amendment Section 11.1.
 Attorney Fees
 Authority
 Consents
 Counterparts
 Exhibits and Appendices
 Interpretation
 Notices Exhibit A
 References
 Third-Party Rights
 Time
 16




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Waiver
 17




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SIGNATURE PAGE TO
 LIMITED LIABILITY COMPANY AGREEMENT
OF
SECURED PRINCIPAL, LLC
  PACKARD FAMILY TRUST DATED
JUNE 23, 2003By:
    /s/ John PackardJohn Packard, TrusteeSTEWART FAMILY TRUST DATED AUGUST 13, 1990 AS RESTATEDBy:
    /s/ Michael StewartMichael Stewart, TrusteeMANAGER/s/ Tony BrandlinTony Brandlin 18




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EXHIBIT A
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
SECURED PRINCIPAL, LLC
 MEMBERS
 MembershipName and Address
    
    Initial Capital Contribution
    
    Interest PercentagesPackard Family Trust dated June 23, 2003
    
    $
    5,000,500
    
    
    
    50
    %c/o Pacific Property Assets
3626 E. Pacific Coast Highway
Long Beach, CA 90804Stewart Family Trust dated August 13,
    
    $
    5,000,500
    
    
    
    50
    %1990 as restated
P.O. Box 2995
Capistrano Beach, CA 92624
 MANAGER
 Name and AddressTony Brandlin
2600 Michelson Drive, Suite 920
Irvine, CA 92612
    
    N/A    
    
    
    
    N/A




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APPENDIX 1
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
SECURED PRINCIPAL, LLC
 DEFINITIONS
  Additional Member
 Affected Member Section 14.1.3
 Affiliate
 Agreement
 Appraisal
 Approval
 Asset or Assets Section 2.5
 Assignee
 Bankruptcy




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Book Basis
 Capital Account Section
4.3
 Capital Contribution
 Certificate
 Code
 Company Minimum Gain.
 Company
 Defaulting Member
 Depreciation
 Distributions
 Economic Interest
 Economic Risk of Loss
 Effective Date
 Event of Default
 Section 4.1




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Fair Market Value
 Fiscal Year Section 12.3
 Gross Asset Value
 Investors Section 2.5
 LLC Act
 Loans Section 2.5
 Majority in Interest
 Manager
 Management Rights
 Members
 Membership Interest
 Membership Interest Percentage Exhibit A
 Member Nonrecourse Debt
 Member Nonrecourse Minimum Gain
 Member Nonrecourse Deductions
 Nondefaulting Member




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Nonrecourse Deductions
 Nonrecourse Liability
 Option Section 14.1
 Option Event Section 14.1
 Ownership Entities Section 2.5
 Permitted Transferee
 Person
 Profit and Loss
 Property
 Regulations
 Secured Notes Section 2.5
 Selling Person Section 14.1.8
 Substitute Member
 Tax Matters Member
 Transfer