Exhibit 10.9

                             OPERATING AGREEMENT OF
                             L-S CORONA POINTE, LLC,
                     A CALIFORNIA LIMITED LIABILITY COMPANY


     THIS OPERATING AGREEMENT ("Agreement") of L-S CORONA POINTE, LLC, a
California limited liability company (the "Company"), is adopted effective as of
the 10th day of November, 2004, by CCI Corona, LLC, a Colorado limited liability
company [CCI Entity] ("CCI Entity") and Charmar Property Acquisitions, Inc., a
California Corporation ("Charmar") (individually "Member" and collectively
"Members").

                                    RECITALS:


     A. Charmar owns a certain portion of real property described on Exhibit A,
attached hereto and incorporated herein ("Property"), and has leased the
Property to a third party pursuant to that certain Lease dated August 2,
2004("Lease").

     B. Charmar desires to develop the Property and to construct on the Property
a restaurant for operation under the Lease. CCI Entity desires to provide
financing for said development.

     C. The Members have determined to form the Company to own, develop, lease
and sell the Property, subject to the terms of this Agreement.

     D. The Members shall make contributions to the Company subject to the terms
of this Agreement.

     E. The Members have caused the LLC to be formed pursuant to the provisions
of the (California) Beverly-Killea Limited Liability Company Act (the "Act") as
set forth in Title 2.5 (commencing with Section 17000) of the Corporations Code
of the State of California (the "Statute").

     F. The Members have entered into this Agreement to memorialize their
relationship with one another and with the Company with respect to the
activities thereof.


                    1. FORMATION OF LIMITED LIABILITY COMPANY

1.1  Articles of Organization. The Company has been organized as a California
     limited liability company by the filing of the Articles of Organization
     under and pursuant to the Act. The rights and liabilities of the Members
     shall be determined pursuant to the Act and this Agreement. To the extent
     that the rights and obligations of any Member are different, by reason of
     any provision of this Agreement, than they would be in the absence of such
     provision, this Agreement shall, to the extent permitted by the Act,
     control. The Members may also file such other documents or applications to
     do business in such other states or jurisdictions, as may be determined by
     the Members.

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1.2  Name. The name of the Company is L-S CORONA POINTE, LLC, a California
     limited liability company and all Company business must be conducted in
     that name.

1.3  Purpose. The purpose of the Company shall be to own, develop, lease and
     sell the Property for investment purposes. The Company shall have the
     authority to do all things reasonably necessary, convenient, or expedient
     towards carrying out the purpose of the Company, including but not limited
     to, the right to enter into and execute contracts, leases, deeds and any
     and all other instruments and agreements appropriate to the prudent and
     proper ownership, maintenance, and disposition of real property.

1.4  Registered Agent. The name and address of the Company's agent for service
     of process is as set forth in the Company's Articles of Organization
1.5

1.6  Principal Place of Business. The location of the principal place of
     business of the Company shall be 2041 Business Center Drive, Suite 110,
     Irvine, California 92612 and the records of the Company required by the Act
     to be maintained shall be maintained at that location. The Company may
     maintain other places of business as the Manager may designate from time to
     time.

1.7  Term. The Company commenced at the time the Articles of Organization were
     filed with the Secretary of State and shall continue in existence until
     terminated in accordance with the Act or this Agreement.

1.8  Title to Property. Title to all real or personal property acquired by the
     Company shall be acquired, held, and conveyed in the name of the Company,
     unless the Members otherwise agree.

                                 2. DEFINITIONS

     Defined terms used in this Agreement shall, unless the context otherwise
requires, have the meanings specified below. Certain additional defined terms
are set forth elsewhere in this Agreement. Unless the context requires
otherwise, the singular shall include the plural and the masculine gender shall
include the feminine and neuter, and vice versa. "Article" and "Section"
references are references to the Articles and Sections of this Agreement.

     "Act" means the (California) Beverly-Killea Limited Liability Company Act
          (the "Act") as set forth in Title 2.5 (commencing with Section 17000)
          of the Corporations Code of the State of California

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     "Affiliate" means, when used with reference to a specific Person, (a) any
          Person directly or indirectly through one or more intermediaries
          controls or is controlled by or is under common control with the
          specified Person, (b) any Person that is an officer, director,
          manager, trustee or beneficiary of or partner in, or serves in a
          similar capacity with respect to, the specified Person or of which the
          specified Person serves in a similar capacity, and (c) any Person
          that, directly or indirectly, is the beneficial owner of 50% or more
          of any class of equity securities of, partnership or membership
          interests in or otherwise has a substantial beneficial interest in,
          the specified Person or of which the specified Person is directly or
          indirectly the owner of 50% or more of any class of equity securities,
          membership or partnership interests, or in which the specified Person
          has a substantial beneficial interest. For purposes herein, control
          means ownership of fifty percent (50%) or more of any class of equity
          securities, membership or partnership interests.

     "Agreement" means this Operating Agreement (including all Exhibits hereto),
          as it may be amended, supplemented, or restated from time to time.

     "Allocation Percentages" means those percentages for each of the Members as
          set forth on Exhibit A-1, as applicable, attached hereto and
          incorporated herein by reference.

     "Assign" or "Assignment" means, with respect to any Company Interest or any
          part thereof, to offer, sell, assign, transfer, give, pledge,
          encumber, hypothecate, or otherwise dispose of, whether voluntarily or
          by operation of law.

     "Assignee" means a Person to whom an interest in any Company Interest has
          been assigned in a manner permitted under this Agreement.

     "Bankruptcy" or "Bankrupt" as to any Person means the filing of a petition
          for relief as to any such Person as debtor or bankrupt under the
          Bankruptcy Code or like provision of law (except if such petition is
          contested by such Person and has been dismissed within one hundred
          twenty (120) days); insolvency of such Person which is finally
          determined by a court proceeding; filing by such Person of a petition
          or application to accomplish the same or for the appointment of a
          receiver or a trustee for such Person or a substantial part of his
          assets; or commencement of any proceedings relating to such Person
          under any other reorganization, arrangement, insolvency, adjustment of
          debt, or liquidation law of any jurisdiction, whether now in existence
          or hereinafter in effect, either by such Person or by another,
          provided that if such proceeding is commenced by another, such Person
          indicates his approval of such proceeding, consents thereby or
          acquiesces therein, or such proceeding is contested by such Person and
          has not been finally dismissed within one hundred twenty (120) days.

     "Capital Account" means the capital account maintained for each Member
          pursuant to Section 3.5 of this Agreement.

     "Capital Contribution" means any cash or property (valued, for this
          purpose, at its fair market value on the date of contribution)
          contributed to the Company by a Member.

     "Cash Flow" means, for any period, all cash receipts of the Company
          including, without limitation, financing proceeds, during such period
          (other than Capital Contributions) (a) reduced by the sum of the
          following items, to the extent such items are paid from receipts from
          such period (other than Capital Contributions): (i) all principal and
          interest payments (or prepayments) on any Company indebtedness during
          such period, (ii) all cash expenditures paid or incurred by the
          Company during such period, (iii) all additions to the Reserves for
          the Company during such period, and (iv) all payments made for
          maintenance, repair and replacement of Company property during such
          period; and (b) increased by all reductions in Reserves during such
          period.

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     "Closing Costs" means all closing cost (e.g., title company closing fees,
          taxes, recording fees, etc.) paid by the Company at the closing of the
          purchase of the Property, including the cash required to close as
          defined in Section 3.4 below.

     "Code" means the Internal Revenue Code of 1986, as amended and in effect
          from time to time.

     "Company Interest" means the interest of a Member in the Company, whether
          held by such Member or an immediate or subsequent Assignee thereof,
          including, without limitation, such Member's right (a) to a share of
          Company allocations and distributions (including in kind
          distributions) in accordance with the Allocation Percentages, (b) to
          vote, consent, or withhold consent with respect to any Company
          matters, and (c) to participate in the management of the business and
          affairs of the Company in accordance with this Agreement.

     "First Closing" means the date upon which the Company conveys all or any
          portion of the Property to a third party purchaser by deed.

     "Fiscal Year" means the Company's annual accounting period established
          pursuant to Section 5.6 below.

     "IRS" means the Internal Revenue Service.

     "Majority of Sharing Percentages" means those Members holding in the
          aggregate more than 50% of the Sharing Percentages.

     "Members" means, individually or collectively, the persons described in the
          first paragraph of this Agreement, and any other Persons admitted as
          Members with the consent of all Members in accordance with this
          Agreement.

     "Person" means an individual or an entity.

     "Prime Rate" means the prime rate published from time to time in the Wall
          Street Journal, or if such publication is not in existence, a similar
          national business-oriented newspaper or publication.

     "Profit" or "Loss" means the profits and losses of the Company determined
          in accordance with the accounting methods adopted by the Members or as
          prescribed in the Code.

     "Purchase Contract" means any sale and purchase agreement with respect to
          any parcel of the Property, entered into by the Company either as
          Seller or Buyer.

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     "Reserves" means reasonable amounts, as determined by the Members,
          allocated from time to time to reserves maintained for working capital
          of the Company, other present or future capital needs of the Company
          and contingencies.

     "Ultimate Sale of the Property" means the date upon which the Company
          conveys title to the all of the Property (or the last remaining
          portion of the Property) to a third party purchaser evidenced by
          execution of a deed.

     "Sharing Percentages," means those percentages for each of the Members as
          set forth in Exhibit A, as applicable.

     "Treasury Regulations" or "Treas. Reg." means the income tax regulations
          issued (as Temporary or Proposed regulations, if so designated) under
          the Code and in effect, as amended, supplemented or modified from time
          to time.

                     3. MEMBERSHIP AND CAPITAL CONTRIBUTIONS

     3.1  Members. The Members of the Company and their respective business
          addresses to which notices shall be provided are:

Charmar Property Acquisition, Inc.         2041 Business Center Drive, Suite 110
                                           -------------------------------------
                                           Irvine, California 92612
CCI Entity                                 1440 Blake Street, #310
                                           Denver, Colorado 80202

3.2  Percentage Interests. The Members' interests in the Company shall be
     represented by the Allocation Percentages and Sharing Percentages held by
     each Member as provided for in Exhibit A-1. The Allocation Percentages and
     Sharing Percentages of each Member may not be reduced without such Member's
     consent.

3.3  Capital Contributions. CCI Entity shall initially contribute those amounts
     set forth in Exhibit A-1. Charmar shall contribute the Property to the
     Company by a special warranty deed and shall assign the Lease and all
     documents related to the Lease to the Company. The Members agree that, due
     to the various encumbrances, the Property and the assignment of the Lease
     will have a fair market value of $999.80.

3.4  Agreement to Secure Financing. CCI Entity will secure sufficient financing
     in an amount equal to budget attached hereto as Exhibit B ("Estimate") and
     at a rate no higher than Prime plus 25 basis points for an initial term of
     one year with the option to extend for another year.

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3.5  Capital Accounts. A separate Capital Account shall be maintained for each
     Member. Except as otherwise specifically provided for herein, no Member
     shall be entitled to receive interest on its respective Capital Account
     balance, but nothing herein shall prevent or prohibit the accrual and
     payment of interest by or among Members of the Company to Members or third
     parties for loans. Each Member's Capital Account shall be credited with the
     amount of money and the fair market value of other property contributed to
     the Company (net of liabilities secured thereby or taken subject to)
     pursuant to this Agreement. Each Member's share of Profit and Loss shall be
     credited or debited to their respective Capital Account. All distributions
     to a Member of cash or property (at the fair market value thereof net of
     liabilities secured thereby or taken subject to) shall be debited to the
     Member's Capital Account. The Capital Accounts shall be maintained in
     accordance with Treasury Regulation ss. 1.704-1(b), except as modified
     herein.

3.6  Additional Capital Contributions. The Members may be required to make
     additional Capital Contributions for, among other items, payment of all
     obligations relating to (i) the acquisition, holding costs or costs
     associated with ultimate sale of Property, (ii) payment of incidental costs
     with respect to the Company, including, but not limited to, financing fees,
     (iii) payment of principal and interest on any loans obtained by the
     Company which are not paid out of Cash Flow, and (iv) other costs incurred
     in connection with the purposes of the Company. All additional Capital
     Contributions in excess of established reserves shall require the approval
     of the Majority of Sharing Percentages. The time frame(s) for contributing
     additional Capital Contributions shall be determined at such time as the
     need therefore is determined. If the CCI Entity fails to make any
     additional Capital Contribution as required in this Section 3.6, CCI Entity
     may proceed under Section 3.10 below. No Member shall have any personal
     liability for any obligations of the Company.

3.7  Loans by Members. Nothing in this Agreement shall prohibit any Member from
     making secured or unsecured loans to the Company with or without interest,
     provided such loan is approved by the Members under Article 6. Loans by
     Members to the Company shall not be considered Capital Contributions. If a
     Member advances amounts to the Company in the form of a Loan, in excess of
     his Capital Contribution, such advances shall not increase the amount of
     the Capital Account of such Member. The amount of any such advances shall
     be a debt of the Company to such Member and shall be payable or collectible
     only out of Company assets in accordance with the terms and conditions upon
     which such advances are made, or as otherwise agreed upon by the Majority
     of Sharing Percentages. All member loans shall be retired before any
     distributions to Members can be made.

3.8  Return of Capital. Except as provided in this Agreement, no time has been
     agreed upon for the return of the Member's Capital Contributions. Except as
     provided in this Agreement, no Member has the right to demand and receive
     property other than cash in return for its Capital Contribution.

3.9  Organizational Costs. The Company shall reimburse to the Members and
     Manager reasonable costs incurred in connection with the formation of the
     Company, including attorney fees. Hereafter, legal fees and the fees of
     other consultants and professionals incurred by or on behalf of the Company
     shall be a Company obligation, provided the expenditures are approved
     pursuant to the further provisions hereof.

3.10 CCI Entity Resignation. CCI Entity shall have the right to resign or
     withdraw from the Company at any time during the term of this Agreement by
     giving the other Members 30 days prior written notice. Resignation of CCI
     Entity ("Withdrawing Member") shall not be considered to be a breach or
     default of this Agreement ("Permitted Withdrawal").

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     3.10.1 Consequences of Permitted Withdrawal. Following a Permitted
          Withdrawal of Withdrawing Member, the Withdrawing Member shall have no
          further right to participate in the management of the business and the
          affairs of the Company, or to vote or remain a Member. Notwithstanding
          that the Withdrawing Member forfeits all of its Company Interest upon
          a Permitted Withdrawal, the Withdrawing Member shall be entitled to
          receive all of its Capital Contributions, which the Withdrawing Member
          actually made to the Company, if an only if, there is an Ultimate Sale
          of the Property and the Property is sold at a Profit ("Returned
          Capital"). In no event shall the Withdrawing Member upon a Permitted
          Withdrawal be entitled to a return of any Priority Returns. The
          Returned Capital shall be paid to the Withdrawing Member or its
          successors or assigns by the Company within thirty (30) days after the
          Ultimate Sale of the Property, if the net sale proceeds are paid in
          cash; otherwise, the Returned Capital shall be paid pro rata in
          accordance with the sale payments made to the Company.

                                4. DISTRIBUTIONS

4.1  Discretionary Distributions. Subject to Section 3.7 and Section 4.2 below,
     all Cash Flow of the Company which the Majority of Sharing Percentages
     reasonably determines is not needed for the payment of existing and
     anticipated Company obligations and expenditures shall be distributed to
     the Members, as set forth below, at such time and in such amount as may be
     determined by the Majority of Sharing Percentages. It is acknowledged that
     the availability of Cash Flow will depend on the number and timing of sales
     of portions of the Property to third parties. All distributions shall first
     be applied in the following order:

     4.1.1 Payment of $91,400 to CCI Entity;

     4.1.2 Payment of $80,000 to CCI Entity;

     4.1.3 Payment of $80,000 to Charmar; and

     4.1.4 Once the foregoing amounts have been paid in full to all Members, all
          distributions shall be allocated among the Members in accordance with
          their respective Allocation Percentages.

4.2  Liquidation Distributions. In the event of liquidation of the Company,
     distributions may be made in cash or in kind. In the event that any
     distribution is made in kind, it shall be treated as if the assets had been
     sold by the Company at the time of such distribution for an amount equal to
     its then fair market value. For Capital Account purposes only, any gain or
     loss (on such deemed sale), which would have been recognized by the Company
     on such sale, shall be allocated to the Members in accordance with Article
     5. Such property shall then be distributed to the Members and the Company
     shall be credited with making a distribution in cash equal to the fair
     market value of such property (net of liabilities secured thereby or taken
     subject to). All distributions to Members on the liquidation of the Company
     shall be distributed in accordance with the provisions of Sections 4.1.1
     through 4.1.4 above. For the purposes hereof, "fair market value" shall be
     determined by mutual agreement of the Members or, failing that, an
     appraiser qualified in real estate evaluations appointed by the Members. If
     the Members cannot agree on an appraiser, each shall appoint an appraiser
     and the fair market value shall be the average of the three fair market
     values returned. No Member shall be liable to the Company or to other
     Members for a deficit balance in his Capital Account following liquidation.

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                         5. ALLOCATIONS AND ACCOUNTING

5.1  Profits and Losses. All Loss of the Company shall first be charged in
     proportion to the positive Capital Accounts of the Members until they are
     reduced to zero, and thereafter in accordance with the Members' respective
     Allocation Percentages. All Profits shall be credited first to recover, and
     in proportion to, any Loss previously charged to the Members in accordance
     with Allocation Percentages, then to recover, and in proportion to, any
     Loss previously charged to the Members in reduction of their positive
     Capital Account balances as aforesaid, then to the Members' in the amount
     of their respective Priority Return until the amount allocated pursuant to
     this proviso equals the cumulative amount of the Priority Returns
     attributable to each Member for this and all prior fiscal years, and last
     in accordance with the Members' Allocation Percentages.

5.2  Regulatory and Special Allocations. The following regulatory and special
     allocation rules are applicable to the Company because it is intended that
     the Company be taxed as a partnership for income tax purposes.

     5.2.1 Any item of Company loss or deduction that is attributable to
          "nonrecourse debt," other than "partner nonrecourse debt," shall be
          allocated to Members in accordance with the Allocation Percentages.
          Any item of Company loss, deduction, or Code ss. 705(a)(2)(B)
          expenditure that is attributable (within the meaning of Regulation ss.
          1.704-2(b)(4)) to a "partner nonrecourse debt" shall be allocated
          solely to the Member who bears the economic risk of loss for such
          debt. The foregoing is intended to comply with the "partner
          nonrecourse debt" allocation rules of Regulation ss. 1.704-2(b), and
          shall be interpreted consistently therewith.

          5.2.2 If there is a net decrease in "partnership minimum gain" or in
               the "minimum gain attributable to partner nonrecourse debt" (both
               as defined in Regulation ss. 1.704-2(d)) during any Company
               taxable year, items of Company income and gain for such taxable
               year (and, if necessary, subsequent taxable years) shall be
               allocated to the Members in the amount and manner described in
               Regulation ss. 1.704-2(b)(2). The foregoing is intended to be a
               "minimum gain chargeback" provision as described in Regulation
               ss. 1.704-2(b) and shall be interpreted consistently therewith.

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          5.2.3 A loss allocation shall not exceed the maximum amount of loss
               that can be allocated without causing or increasing a deficit
               balance in a Member's Capital Account as of the end of a Fiscal
               Year. Excess loss shall be allocated to other Members pro rata in
               proportion to, and to the extent of their positive Capital
               Account balances. If any such excess loss is allocated for any
               taxable year to any Members, such Members shall be allocated a
               pro rata amount of items of Company income and gain for the next
               succeeding taxable year (and, if necessary, subsequent taxable
               years) to the extent necessary to offset, as quickly as possible,
               the allocation of excess loss under this Section 5.2.3.

          5.2.4 If, notwithstanding the above, any Member has a Capital Account
               deficit balance as of the end of any Company taxable year,
               determined after the application of Section 5.2.3 but before the
               application of any other provision of this Article 5, then a pro
               rata amount of items of Company income and gain for such taxable
               year (and, if necessary subsequent taxable years) shall be
               allocated to all such Members pro rata in proportion to, and to
               the extent of, such Capital Account deficits. If any items of
               Company income or gain are allocated under this Section 5.2.4 for
               any taxable year to any Members, such Members shall be allocated
               a pro rata amount of items of Company deduction and loss for the
               next succeeding taxable year (and, if necessary, subsequent
               taxable years) to the extent necessary to offset, as quickly as
               possible, the allocations under this Section 5.2.4. This Section
               5.2.4 is intended to be a "qualified income offset" provision as
               described in Regulation ss. 1.704-1(b)(2) and shall be
               interpreted consistently therewith.

          5.2.5 In the event any Member unexpectedly receives any adjustments,
               allocations, or distributions described in Treas. Reg. ss.ss.
               1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
               1.704-1(b)(2)(ii)(d)(6), which causes such Member to have a
               deficit Capital Account at the end of any Company Fiscal Year
               which is in excess of the sum of (i) the amount such Member is
               obligated to restore under the terms of the Operating Agreement,
               and (ii) the amount of the Member's share of minimum gain
               determined pursuant to Reg. ss. 1.704-1(b)(iv)(f), which is
               treated as the amount such Member is obligated to restore, then
               items of Company income and gain shall be specially allocated to
               such Members in an amount and manner sufficient to eliminate the
               deficit balances in their Capital Accounts created by such
               adjustments, allocations, or distributions as quickly as
               possible.

5.3  Special Tax Allocations.

     5.3.1 Allocations of tax credits, tax credit recapture, and any items
          related thereto shall be allocated to the Members in accordance with
          the Allocation Percentages.

     5.3.2 Items of Company taxable income, gain, loss and deduction with
          respect to any property contributed to the Company shall be allocated
          to the Members in accordance with Code ss. 704(c).

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     5.3.3 If the Majority of Sharing Percentages determines, after consultation
          with legal counsel or the certified public accountant for the Company,
          that the allocation of any item of Company income, gain, loss,
          deduction, or credit is not specified in this Article 5 (an
          "unallocated item"), or that the allocation of any item of Company
          income, gain, loss, deduction, or credit hereunder is clearly
          inconsistent with the Members' economic interests in the Company (a
          "misallocated item"), then the Majority of Sharing Percentages may
          allocate such unallocated items, or reallocate such misallocated
          items, to reflect such economic interests. No allocation of an
          unallocated item or reallocation of a misallocated item pursuant to
          the preceding sentence shall require an amendment to this Agreement.

     5.3.4 For purposes of Treasury Regulation ss. 1.752-3(a) (relating to the
          sharing of partnership "nonrecourse liabilities" among partners for
          basis purposes), the percentage interests in Company profits shall be
          the Allocation Percentages.

5.4  Accounting, Tax Reports and Professionals.

     5.4.1 The Company accounting records shall be maintained at the principal
          place of business of the Company, and each Member shall at all times
          have access thereto. The Company shall keep its accounting records and
          shall report its income for income tax purposes on the method of
          accounting selected by the accountants normally servicing the books
          and records of the Company with the approval of the Members. The
          Fiscal Year of the Company shall be the calendar year. An annual
          accounting in writing (which may consist of the Company's tax return)
          shall be made to each Member no later than the first day of the fourth
          calendar month following each Fiscal Year and K-1 forms shall be
          provided to all Members by the first day of the third calendar month
          following each Fiscal Year.

     5.4.2 The Members shall cause to be prepared all income tax returns and
          reports required to be filed with the Internal Revenue Service, the
          Colorado Department of Revenue, and any other applicable government
          authorities. 5.4.3 Within ninety days after the end of each Fiscal
          Year, the Manager shall prepare, or cause to be prepared, an annual
          report including (i) balance sheet of the Company as of the end of
          such year and statements of operations and changes in Members' Capital
          Accounts; and (ii) a report of the activities of the Company during
          the period covered by the annual report. The annual report shall set
          forth distributions to the Members for the period covered thereby and
          the amount of such distributions released from Reserves established in
          a prior period.

     5.4.4 The Company shall engage the services of a certified public
          accountant and an attorney as determined by the Majority of Sharing
          Percentages. All expenses incurred in the creation of this Company and
          such additional services required by the Company not only from said
          professionals, but also from other experts and advisors, shall be a
          Company obligation and expense. If any Member incurs such expense, the
          Company shall reimburse the Member for such expense.

     5.5  Bank Accounts. Except as otherwise provided in this Agreement, the
          bank accounts of the Company shall be maintained in such banking
          institutions, as the Manager shall determine. The funds of the Company
          shall not be commingled with the funds of any other Person.

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5.6  Fiscal Year. The Fiscal Year of the Company for tax and accounting purposes
     shall be the calendar year.


5.7  Transfer of Interest. If an interest in the Company is transferred during a
     calendar year, all items of income, gain, loss, deduction and credit
     allocated pursuant to this Article 5 shall be allocated between the
     transferor and the transferee as of the last day of the month in which the
     transfer occurred. Items of Company gain or loss earned or incurred on the
     sale, exchange or other disposition of any Company asset shall be allocated
     to the Member owning the Company Interest at the time of the closing of
     said sale, exchange or other disposition of such Company asset.


                        6. MANAGEMENT/DECISIONS/MEMBERS

6.1 Management by Manager. The Company shall initially be managed by one
Manager. The initial Manager shall be National Restaurant Development,
Inc.("NRD") Subject to Sections 6.2 and 6.3 below, NRD alone may exercise
management and control of the business of the Company by undertaking all
transactions as detailed in the budget (attached hereto as Exhibit B"), and all
obligations, undertakings or commitments on the part of the Company wherein the
expenditures does not exceed $25,000.00 per transaction.

6.2 General Authority. The Manager shall have no power to cause the Company to
do any act outside the purpose of the Company as forth in Section 1.3 hereof.
Subject to the foregoing limitation and all other limitations in this Operating
Agreement, the Manager shall have full, complete, and exclusive power to manage
and control the Company, and shall have the full authority to take any action it
deems to be necessary, convenient, or advisable in connection with the
management of the Company, including, but not limited to, the power and
authority to contract or act on behalf of the Company, so long as such action is
detailed on the Estimate and/or such action does not result in an expenditure in
excess of $25,000 per transaction.

6.3 Members' Consent. In addition to other rights granted to the Members under
this Agreement, and to the extent that a greater percentage is not mandated by
law, the consent of the Majority of Sharing Percentages shall be required to
approve the following events or transactions:

     6.3.1 Affiliates. Any transactions, contracts, or agreements between the
          Company and a Member, or an Affiliate of a Member or any unrelated
          third party, in which the consideration exceeds that which would be
          paid to an unrelated third party for the performance of similar
          services;

     6.3.2 Obligations. Any indebtedness to be incurred by the Company whether
          recourse or non-recourse;

                                       11
<PAGE>


     6.3.3 Sale or Leasing of Assets. Any sale, transfer, exchange, lease or
          disposition of the assets of the Company, or the amendment of any
          lease of the assets of the Company; except that, should the Majority
          of Sharing Percentages approve a sale of the Property that the
          Minority of Sharing Percentages reasonably believe is undervalued,
          then the Minority of Sharing Percentages shall have 30 days to present
          to the Company with an alternate sale on terms equal to or better than
          the transaction approved by the Majority of Sharing Percentages.

     6.3.4 Judgments. Stipulate to a judgment against the Company;

     6.3.5 Notes. Bind or obligate the Company as a party, principal,
          accommodation party or surety or on any note, mortgage, deed of trust,
          lease (except as described above), contract, or commercial paper
          except for routine matters;

     6.3.6 Acquisitions and Sales. Bind or obligate the Company to acquire any
          additional property;


     6.3.7 Any action or contract other than as is set forth in the Estimate
          which results in an expenditure in excess of $25,000.00;

     6.3.8 New Business. Determine to enter a new business or otherwise
          undertake any other material matter not in the ordinary course of the
          Company's business; and

     6.3.9 Other Action. Take any other action described in this Agreement or
          the Act, which specifically requires the consent of all Members.

6.4  No Further Authorization. All decisions made for and on behalf of the
     Company by the Manager, pursuant to the authority granted in this Agreement
     and in the Act, shall be binding upon the Company. No Person dealing with
     the Manager shall be required to determine its authority to make any
     undertaking on behalf of the Company or to determine any facts or
     circumstances bearing upon the existence of such authority. Further, the
     Manager shall have authority to execute such documents for and on behalf of
     the Company as shall be specifically authorized by a resolution signed by
     the Majority of Sharing Percentages.

6.5  No Compensation. The Manager shall devote such time to the Company business
     as may be necessary to carry on and conduct such business for the greatest
     advantage of the Company, for which services the Manager shall not be
     compensated. However, the Manager shall act as the listing broker and shall
     be compensated accordingly.

6.6  Removal of a Manager. A Manager may not be removed, except for cause, and
     such removal requires a vote of the Majority of Sharing Percentages. If
     there is no other remaining Manager, then concurrent with such removal, the
     Members owning a Majority of Sharing Percentages shall designate in writing
     a successor. Following any such removal, the removed party shall thereafter
     be deemed to be still a Member, if such is the case, whose interest shall
     be subject to all of the terms of this Agreement. The removal of a Manager
     who is also a Member shall not cause a reduction in Allocation Percentages
     or Sharing Percentages. If there is a remaining Manager or Manager(s), then
     such Manager or Manager(s) shall continue as such without a successor
     manager being selected.

                                       12
<PAGE>

6.7  Expenses. Except as otherwise set forth herein, all of the Company's
     expenses shall be billed directly to and paid by the Company. The Company
     shall reimburse the Members, the Manager, and their Affiliates for the cost
     to the Members and their Affiliates of any expenses directly related to the
     Company.

6.8  Indemnity. No Manager, Member, or Affiliate performing services on behalf
     of the Company (hereinafter collectively referred to as "Indemnitees")
     shall have any liability, responsibility, or accountability in damages or
     otherwise to any other Member or the Company for any loss suffered by the
     Company which arises out of any act or omission performed or omitted by
     such Indemnitee in good faith and in a manner reasonably believed to be
     within the scope of the authority granted to it by this Agreement and in
     the best interest of the Company, provided that such act or omission did
     not constitute fraud, gross negligence, or willful misconduct by such
     Indemnitee. Each Indemnitee shall be indemnified by the Company, and the
     Company hereby agrees to indemnify, pay, protect, and hold harmless each
     Indemnitee (on the demand of and to the satisfaction of such Indemnitee)
     from and against any and all liabilities, obligations, losses, damages,
     actions, judgments, suits, proceedings, costs, expenses, and disbursements
     of any kind or nature provided that the same were not the result of a final
     adjudication of fraud, gross negligence, or willful misconduct on the part
     of the Indemnitee. The foregoing includes, without limitation, all
     reasonable legal fees, costs and expenses of defense, appeal, and
     settlement of any and all suits, actions, or proceedings instituted against
     such Indemnitee or the Company and all costs of investigation in connection
     therewith (collectively referred to as "Liabilities" for the remainder of
     this Section 6.8) that may be imposed on, incurred by, or asserted against
     an Indemnitee or the Company in any way relating to or arising out of, or
     alleged to relate to or arise out of, any action or inaction on the part of
     the Company, or on the part of an Indemnitee. Notwithstanding the
     foregoing, each Indemnitee shall be liable, responsible and accountable,
     and the Company shall not be liable to any such Indemnitee, for any portion
     of such Liabilities that resulted from such Indemnitee's own fraud, gross
     negligence, or willful misconduct. If any action, suit, or proceeding shall
     be pending against the Company or an Indemnitee relating to or arising, or
     alleged to relate to or arise, out of any action or inaction, on their
     part, the Company shall have the right to employ, at the expense of the
     Company, separate counsel of its choice in such action, suit, or
     proceeding. The satisfaction of the obligations of the Company under this
     Section 6.8 shall be from and limited to the assets of the Company, and no
     Member shall have any liability on account thereof. The foregoing
     notwithstanding, the Manager and all Members and Affiliates shall be
     entitled to the fullest amount of indemnification under the Act.

6.9  Restriction on Third Party Liabilities. No Member shall have the power to
     incur any indebtedness or other liability on behalf of the Company or any
     other Member, except pursuant to a vote of a Majority of Sharing
     Percentages.

6.10 Time Devoted to Business -- Waiver of Conflict. The Manager shall devote
     such time to the business of the Company, as shall be necessary for the
     efficient conduct of the Company business. The Manager and the Members or
     their related entities shall at all times be free to engage, or represent
     others who engage, in all aspects of real estate investment or any other
     business for their own account, including investments which may compete
     with the business of the Company or any of its Members, and without any
     obligation to include the Company or the other Member in any such activity.
     Any claims based on a conflict of interest presented to a Member or the
     Company by virtue of the foregoing circumstances are expressly waived.

                                       13
<PAGE>

6.11 Meetings of Members.

     6.11.1 Annual Meetings. It is not anticipated that any annual meetings of
          the Members will be held. If any Member desires to hold a meeting,
          they shall have the right to do so at any time as provided in Section
          6.11.2 below.

     6.11.2 Special Meetings. Special meetings of the Members may be called by
          any Member or Manager.

     6.11.3 Vote Required. A Majority of Sharing Percentages must approve a
          matter brought before the Members at any meeting of the Members, which
          by the terms of this Agreement requires such approval.

     6.11.4 Waiver of Notice. When any notice is required to be given to any
          Member, a waiver thereof in writing signed by the person entitled to
          such notice, whether before, at or after the time stated therein,
          shall be equivalent to the giving of such notice.

     6.11.5 Action by Members Without a Meeting. Any action required or
          permitted to be taken by the Members at a meeting may be taken without
          a meeting if the action is evidenced by one or more written consents
          describing the action taken, and signed by all Members. Any action
          taken under this Section 6.11.5 shall be effective when all Members
          have signed the consent, unless the consent specifies a different
          effective date.

     6.11.6 Proxies. At all meetings of Members, a Member may vote in person or
          by proxy executed in writing by the Member or by a duly authorized
          attorney-in-fact. Such proxy shall be filed with the other Members
          before or at the time of the meeting.

     6.11.7 Telecommunication Meeting. Any meeting required to be held under the
          provisions of this Agreement or the Act may be held by means of a
          telephone conference or other communication or media or equipment so
          long as all Members and their representatives participating in the
          meeting can hear or communicate with each other at the same time.
          Participation by Members in such a meeting shall constitute presence
          at the meeting.

6.12 Rights and Obligations of Members.

     6.12.1 Limited Liability. Each Member's liability shall be limited as set
          forth in this Agreement, the Act or other applicable law. No Member
          shall be personally liable for any debts or losses of the Company
          except as set forth in this Agreement.

                                       14
<PAGE>

     6.12.2 Company Debt. A Member will not be personally liable for any debts
          or losses of the Company in excess of a Member's Capital Contribution
          or any obligation of a Member to make a Capital Contribution as
          specifically described in this Agreement or as otherwise specifically
          required by the Act.

6.13 Tax Matters Partner. CCI Entity is hereby designated as the Tax Matters
     Partner for purposes of Code ss. 6231.


                        7. TRANSFER OF COMPANY INTERESTS

7.1  No Transfers. Except with the prior written consent of the Majority of
     Sharing Percentages, or as described in Sections 7.2 and 7.3 below, no
     Member shall sell, transfer, assign, pledge or otherwise encumber,
     voluntarily or involuntarily, any portion of such Member's Company Interest
     or the right of such Member to profits of the Company or any other asset of
     the Company. Any sale, transfer, assignment or pledge by a Member or the
     encumbrance of a Member's Company Interest shall be void as against the
     Company and the other Members. In the event of any transfer of a Company
     Interest notwithstanding the provision of this Section 7.1, an Assignee
     shall not be a substituted Member in this Company without the written
     consent of the Majority of Sharing Percentages.

7.2  Transfer of Economic Interests. A Member may, without the consent of the
     other Members, sell, transfer, assign, pledge, or otherwise encumber a
     Member's interest in and to profits of the Company described in this
     Agreement to an Affiliate. In addition, the original Member shall remain
     responsible for all obligations and contributions, and shall retain all
     voting rights described in this Agreement.

7.3  Death, Disability, Insolvency, Bankruptcy, or Dissolution of a Member.

     7.3.1 Conversion to Assignee Status. The death, disability, insolvency,
          bankruptcy or dissolution of a Member (each a "Conversion Event")
          shall not cause a dissolution of the Company. Upon a Conversion Event,
          the Company Interest of a Member causing a Conversion Event shall be
          automatically converted as of the date of death, legal incompetency,
          insolvency, bankruptcy, or dissolution or as the case may be, to the
          status of an Assignee of an interest in the Company with the same
          Capital Account, and the same Company Interest as the deceased (except
          with the status of an Assignee instead of a Member), legally
          incompetent, insolvent, bankrupt or dissolved Member. For purposes of
          this Agreement, a Member shall be considered legally incompetent if it
          is judicially determined that the Member is under a legal disability
          by reason of incapacity, insanity or incompetency.

     7.3.2 CCI Entity's Option to Purchase a Company Interest. CCI Entity shall
          first have the option to purchase the Company Interest held by an
          Assignee under Section 7.3.1. This option shall be exercised by
          written notice from CCI Entity delivered to the Assignee within ninety
          (90) days following a Conversion Event. The purchase price for the
          Company Interest of the Assignee (which successor is referred to as
          the "Selling Member") shall be the amount which would have been
          distributed to such Member had all the Company's assets been sold for
          its then fair market value and debts or expenses of the Company

                                       15
<PAGE>

          discharged. In determining fair market value, the Selling Member and
          the Company (or other Members as appropriate, here collectively
          referred to as "Purchaser") shall use their best good faith efforts to
          determine fair market value. If the Selling Member and Purchaser
          cannot agree on fair market value within 30 days following a notice of
          intent to exercise the option, the Purchaser shall obtain an appraisal
          of the Company's assets by a qualified appraiser (the "Appraiser").
          The Appraiser shall be appointed within 10 days after expiration of
          the 30 day period. The Appraiser shall deliver its written report of
          the value of Company's assets to the Selling Member and Purchaser no
          later than 30 days following its appointment. If the Selling Member
          agrees with the Appraiser's determination of value, such value shall
          be used in determining the purchase price. If the Selling Member
          disagrees with the report of the Appraiser, the Selling Member shall
          within 10 days of receipt of the Appraiser's report, appoint a second
          Appraiser to value the Company's assets. The second Appraiser shall
          deliver its report to the Purchaser and Selling Member within 30 days
          following its appointment. The value determined by the two appraisals
          shall be averaged for purposes of determining the purchase price. If
          one Appraiser is used, the cost shall be split between the Purchaser
          and Selling Member. If two Appraisers are used, the cost of the first
          Appraisal shall be borne by the Purchaser and the second Appraiser by
          the Selling Member. Upon determination of the value of the Company
          assets in accordance with the foregoing provisions, the Purchaser
          shall have five (5) days to exercise the option. If no such notice is
          given, then such right shall be deemed waived.

     7.3.3 Payment. The purchase price shall be payable as follows: (1) 25% in
          cash, or certified funds at closing; and (2) the remaining 75%
          evidenced by a negotiable promissory note due three years after
          closing payable in equal quarterly installments of interest and
          principal. The interest rate shall be the Prime Rate in effect at
          closing. Purchaser shall have the right to prepay at any time. The
          closing shall be held within 30 days after the determination of the
          purchase price is completed under subparagraph 7.4.1 above. At the
          closing, which shall be held at the principal place of business of the
          Company, the Selling Member shall deliver to the Purchaser a duly
          executed instrument of transfer and assignment with respect to the
          Selling Member's Company Interest, subject to no liens or encumbrances
          of any kind. The Purchaser shall execute a pledge agreement for the
          acquired Company Interest in favor of the Selling Member as security
          for the payment of the promissory note described above.

7.4  Additional Members. Commencing with the formation of the Company, the
     Members by unanimous written consent may determine to admit additional
     persons or entities as full substituted Members in this Company either by
     the issuance by the Company of additional Company Interests for such
     consideration as the Members by their unanimous vote shall determine or as
     a transferee of a Member's Company Interest or any portion thereof, subject
     to the terms and conditions of this Agreement.

                                       16
<PAGE>


                                   8. DEFAULT

8.1  Events of Default. The violation of any covenant or other provision of this
     Agreement or the Act shall constitute an event of default.

8.2  Remedies. In the event of a default under this Agreement, the
     non-defaulting Member(s) may provide the defaulting Member with a written
     notice identifying such default. Within 30 days from the receipt of such
     written notice, the defaulting Member shall be entitled to cure the
     default. In the event the default is not cured by the defaulting Member
     within such 30-day period, the defaulting Member shall forfeit its Company
     Interest, and any Capital Contributions to the extent made, any Priority
     Return and Returned Capital to the extent owed. Any Company Interest
     forfeited shall be allocated to the remaining Member.

8.3  Voting. While any Member is in default under the terms of this Article 8,
     the Member shall have no voting or management rights until such default is
     cured.

8.4  Remedies Non-Exclusive. The remedies set forth above are not intended to be
     exclusive. In the event of any default, a Member or the Company may assert
     the remedies set forth above or in addition thereto, any remedy under the
     Act as now or hereafter existing or at law or in equity. The remedies
     stated herein are cumulative and not exclusive.

                         9. TERMINATION AND DISSOLUTION

9.1  Dissolution. The Company shall be dissolved upon the occurrence of any one
     of the following events:

     9.1.1 Consent. The unanimous written agreement of all Members;

     9.1.2 Decree of Court. A decree of a Court having competent jurisdiction;

     9.1.3 Act. Operation of law or the Act or any other terms of this
          Agreement;

     9.1.4 Sale or Disposition. Total liquidation, sale or disposition of all
          Company assets.

9.2  Dissolution Procedure.

     9.2.1 Winding Up. Liquidation. and Distribution of Assets. Upon
          dissolution, the Members shall immediately proceed to wind up the
          affairs of the Company. The Members or such other representative
          shall:

          9.2.1.1 Sell or otherwise liquidate all of the Company's assets as
               promptly as practicable, except to the extent the Members, which
               hold the Majority of Sharing Percentages may determine to
               distribute any assets in kind;

                                       17
<PAGE>

          9.2.1.2 Allocate any profit or loss resulting from such sale and/or
               liquidation to the Members' Capital Accounts in accordance with
               Article 5;

          9.2.1.3 Discharge all liabilities of the Company, including
               liabilities to Members who may be creditors, to the extent
               otherwise permitted by law, and establish such reserves as may be
               reasonably necessary to provide for contingent liabilities of the
               Company in connection with the dissolution of the Company;

          9.2.1.4 Distribute the remaining assets to the Members in accordance
               with applicable provisions of Section 4.2.

     9.2.2 Deficit Balance in Capital Account. Notwithstanding anything to the
          contrary in this Agreement, upon a liquidation within the meaning of
          Treasury Regulation ss. 1.704-1 (b)(2), if any Member has a deficit
          Capital Account (after giving effect to all contributions,
          distributions, allocations, and other Capital Account adjustments for
          all taxable years, including the year during which such liquidation
          occurs), such Member shall have no obligation to make any Capital
          Contribution and the negative balance of such Member's Capital Account
          shall not be considered a debt owed by such Member to the Company or
          to any other person for any purpose whatsoever.

     9.2.3 Dissolution Documents.

          9.2.3.1 As soon as possible following dissolution, the Members or an
               appropriate representative designated by the Members, shall
               execute and file a Statement of Intent to Dissolve in such form
               as shall be prescribed by the Colorado Secretary of State. In
               addition, the Members or such appropriate representative shall
               execute and file such documents in other jurisdictions, which may
               be required in connection with the dissolution of the Company.

          9.2.3.2 Upon completion of the winding up, liquidation, and
               distribution of the assets as described in Paragraph 9.2.1 above,
               the Company shall be deemed terminated. Furthermore, when all
               debts, liabilities, and obligations have been paid and
               discharged, or adequate provisions have been made therefore and
               all of the remaining property and assets have been distributed to
               the Members, Articles of Dissolution shall be executed in
               duplicate, verified by the persons signing the Articles, and
               filed with the Colorado Secretary of State. The Articles of
               Dissolution shall be in the form required by the Act.

          9.2.3.3 Upon the issuance of the Certificate of Dissolution, the
               existence of the Company shall cease, except for the purpose of
               suits, other proceedings and appropriate actions as provided in
               the Act.

                                       18
<PAGE>


9.3  Return of Contribution. Except as provided by law or the Act, upon
     dissolution, each Member shall look solely to the assets of the Company for
     the return of its contribution. If the Company's assets remaining after the
     payment or discharge of the debts or liabilities of the Company are
     insufficient to return the contributions of one or more Members, such
     Member or Members shall have no recourse against the other Member.


                             10. DISPUTE RESOLUTION

     In the event the Members are unable to resolve any dispute concerning the
operation of the Company or any issue pertaining or in any way related to this
Agreement or the terms hereof, including, without limitation, any dispute, which
they could otherwise make the subject of a court action, the Members agree to
resolve the dispute in accordance with this Article 10.

10.1 Mediation. Prior to filing litigation, requesting binding arbitration or
     instituting the procedures of Section 10.2 below, the Members agree to
     mediate any dispute or disagreement in accordance with the procedure
     outlined in this Section 10.1. When any Member determines that an
     unresolved dispute exists, such party shall give the other party(s) a
     written notice to mediate ("Notice to Mediate") such unresolved dispute.
     The mediation shall be before an independent third party. In the event the
     Members cannot agree upon a mediator within ten (10) days after delivery of
     a Notice to Mediate, then any Member may apply to the presiding judge of
     the District Court of the City and County of Denver, or the presiding judge
     of the United States District Court for the District of Colorado for the
     appointment of a mediator. The parties agree to enter into mediation in
     good faith in an attempt to resolve the dispute. In the event the parties
     fail to resolve the dispute by mediation within thirty (30) days following
     delivery of a Notice to Mediate, a Member may take such other action as may
     be permitted at law, in equity or pursuant to the Act and, in addition, may
     institute the procedures of Section 10.2 below.

10.2 Purchase Between Members. Notwithstanding any other right or provision in
     this Agreement, at any time after the First Closing and compliance with
     Section 10.1 above, if a dispute remains between Members, any Member (the
     "Electing Member") shall have the right to require the other Member(s) (the
     "Determining Member(s)") to, at the option of the Determining Member(s)
     either (i) purchase ("Purchase") all of the Electing Member's Company
     Interest, or (ii) sell ("Sell") all of the Determining Members' Company
     Interest(s) to the Electing Member.

     10.2.1 Election.

          10.2.1.1 The Electing Member shall exercise his right pursuant to this
               Section 10.2 by written notice ("Election Notice") delivered to
               the Determining Member(s) which shall set forth the amount
               determined by the Electing Member in its sole discretion to be
               the value of the Company net of Company Liabilities (the "Company
               Value"). The Electing Member shall also set forth in the Election
               Notice the proposed terms of purchase of the Company Interest,
               which terms of purchase shall be applicable to the sale by either
               the Electing Member or the Determining Member(s).

                                       19
<PAGE>

          10.2.1.2 Within thirty (30) days after receipt of the Election Notice
               by the Determining Member(s), the Determining Member(s) shall
               notify the Electing Member in writing ("Sale Notice") of its
               determination to either Purchase or Sell.

     10.2.2 Purchase Price. The purchase price for the Company Interest of the
          Electing Member or the Determining Member(s), which sell its interests
          hereunder, shall be the amount that such Member would receive pursuant
          to the terms of this Agreement if the assets of the Company had been
          sold at the Company Value (which Company Value shall be net of
          liabilities) and the proceeds of the sale distributed to the Members
          in accordance with the liquidation provisions in Section 4.2.

     10.2.3 Terms of Purchase. Within thirty (30) days after the receipt by the
          Electing Member of the Sale Notice, the purchasing Member shall comply
          with the purchase terms set forth in the Election Notice and the
          selling Member shall transfer and assign all of his Company Interest
          in the Company in accordance with the Election Notice. The date and
          place of the sale and purchase shall be designated by the Electing
          Member in the Election Notice; provided, however, that such date shall
          be no later than sixty (60) days after the Election Notice has been
          delivered to the Determining Member(s).

     10.2.4 Failure to Respond. In the event that the Determining Member(s)
          shall fail to deliver the Sale Notice within the applicable thirty-day
          period set forth in Section 10.2.1.2, the Determining Member(s) shall
          be deemed to have elected and agreed to sell his/their Company
          Interest(s) to the Electing Member.

     10.2.5 Assumption of Company Obligations. In the event any Member exercises
          the option to Purchase the other Members' Company Interest(s) pursuant
          to this Section 10.2, the purchasing Member(s) shall assume all of the
          selling Member's remaining obligations with respect to the Company,
          including, without limitation, the obligation to make additional
          Capital Contributions to the Company. In addition, in the event any
          Member is a selling Member under this Section 10.2, the purchasing
          Member shall pay off all loans from the selling Member to the Company
          concurrent with a Purchase under this Section 10.2.


                             11. GENERAL PROVISIONS

11.1 Notices. All notices, consents, waivers, directions, requests, votes or
     other instruments or communications provided for under this Agreement shall
     be in writing, signed by the party giving the same, and shall be deemed
     properly given when actually received or when mailed, postage prepaid,
     certified, return receipt requested, addressed to the parties hereto at
     their addresses appearing on the signature pages of this Agreement. Each
     Member, by written notice to all other Members and the Company, may specify
     any other address for the receipt of such instruments or communications.

                                       20
<PAGE>

11.2 Integration. This Agreement embodies the entire agreement and understanding
     among the Members and supersedes all prior agreements and understandings,
     if any, among and between the Members relating to the subject matter
     hereof.

11.3 Applicable Law. This Agreement and the rights of the Members shall be
     governed by and construed and enforced in accordance with the laws of the
     State of Colorado.

11.4 Counterparts. This Agreement may be executed in several counterparts and
     all counterparts so executed shall constitute one Agreement binding on all
     parties hereto, notwithstanding that all the parties are not signatories to
     the original or the same counterpart.

11.5 Severability. In case any one or more of the provisions contained in this
     Agreement or any application thereof shall be invalid, illegal or
     unenforceable in any respect, the validity, legality and enforceability of
     the remaining provisions contained herein and any other application thereof
     shall not in any way be affected or impaired thereby.

11.6 Inurement. Except as herein otherwise provided to the contrary, this
     Agreement shall be binding upon and inure to the benefit of the Members and
     their respective heirs, executors, administrators, successors and assigns.

11.7 Headnotes. Headnotes are used merely for reference purposes and do not
     affect context in any manner.

11.8 Gender. Wherever applicable, the pronouns designating the masculine or
     neuter shall equally apply to the feminine, neuter and masculine genders.
     Furthermore, wherever applicable within this Agreement, the singular shall
     include the plural.

11.9 Exhibits. Exhibits referred to in this Agreement are incorporated by
     reference into this Agreement.


11.10 Attorneys' Fees. Should any action be brought in connection with this
     Agreement, including, without limitation, actions based on contract, tort
     or statute, the prevailing party in such action shall be awarded all costs
     and expenses incurred in connection with such action, including reasonable
     attorneys' fees. The provisions of this Paragraph 11.10 shall survive the
     Closing, expiration or the termination of this Agreement. This Section
     11.10 shall not apply to expenses incurred in mediation.

11.11 Waiver of Partition. All Members specifically waive any direct or indirect
     right they now have or may hereafter acquire to cause the Property or any
     other assets of the Company now or hereafter acquired to be the subject of
     a partition suit.

11.12 Additional Documents. Each Member agrees to execute with acknowledgment,
     if required, any and all documents and writings which may be necessary or
     expedient in the confirmation of this Company and the achievement of its
     purposes; however, such document shall neither create greater obligation of
     the Members nor change their Company Interests unless such is in accordance
     with the express terms of this Agreement or the operation of its
     provisions.

                                       21
<PAGE>

11.13 Amendments. This Agreement is subject to amendment only by the written
     consent of all the Members and such amendment shall be effective as of the
     date the amendment is executed by the Members or such other date as all the
     Members shall choose. Such amendment shall be binding upon and inure to the
     benefit of all Members.



     IN WITNESS WHEREOF, the undersigned Members of this Company have executed
this Agreement as of the day and year first above written.


MEMBERS:           CCI ENTITY


                   By:  /s/
                           -----------------------------------------------------
                   Its:
                         -------------------------------------------------------



                   CHARMAR PROPERTY ACQUISITIONS, INC., a California Corporation


                   By:   /s/ Dennis Smith
                         -------------------------------------------------------
                   Its:  President
                         -------------------------------------------------------


MANAGER:           NATIONAL RESTAURANT DEVELOPMENT, INC


                   By:  /s/
                           -----------------------------------------------------
                   Its:
                         -------------------------------------------------------

                                       22
<PAGE>



                                   EXHIBIT A-1
                            TO OPERATING AGREEMENT OF
                             L-S CORONA POINTE, LLC



                     Members, Allocation Percentages/Sharing
                     ---------------------------------------
                    Percentages/Initial Capital Contributions
                    -----------------------------------------

                                                                   Initial
                                      Allocation     Sharing       Capital
Member                                Percentage     Percentages   Contribution
----------------------------------    ----------     -----------   ------------
Charmar Property Acquisitions, Inc.       50%            49.99%      $0
CCI Entity                                50%            50.01%      $1,000.20

                                       23