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                                                                    EXHIBIT 2(p)


                             OPERATING AGREEMENT OF
                         EAST RUTHERFORD GROUP , L.L.C.

                            DATED: DECEMBER 19, 2002


            This Operating Agreement (the "Agreement") of EAST RUTHERFORD GROUP,
L.L.C., a Delaware limited liability company (the "Company") dated as of
December 19, 2002, is executed and agreed to, for good and valuable
consideration, by and among PRIME-MEADOWLANDS, L.L.C., a Delaware limited
liability company ("Prime"), and AFP EIGHTEEN CORP., a Nevada corporation
("AFP"), as members (collectively, the "Members").

                                    RECITALS

      A. The parties to this Agreement are Prime, an owner and manager of
hotels, and AFP, an entity experienced in the ownership and operation of real
estate, including hotels.

      B. Prime and AFP wish to form a limited liability company for the purpose
of acquiring certain real property and personal property located in East
Rutherford, New Jersey, known as the Sheraton Hotel, 2 Meadowlands Plaza, East
Rutherford, New Jersey 07073, which is more particularly described on Schedule A
attached hereto and made a part hereof ( the "Hotel" or "hotel").

                                    ARTICLE I
                                   DEFINITIONS

      1.1 General Definitions. The following terms used in this Agreement shall
have the following meanings (unless otherwise expressly provided herein):

            "Affiliate" shall mean, with respect to any Person, any other Person
which directly or indirectly, controls, is controlled by, or is under common
control with, such Person. For this purpose, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, or by contract, or otherwise.

            "Agreement" shall mean this Operating Agreement as originally
executed and as amended from time to time.

            "Capital Account" shall mean the account to be maintained by the
Company for each Interest Holder in accordance with the following provisions:

            (i) an Interest Holder's Capital Account is credited with the
Interest Holder's Capital Contributions, the amount of any Company liabilities
assumed by the Interest Holder (or which are secured by Company property
distributed to the Interest Holder), the Interest Holder's allocable share of
Profits and any item of income or gain specially allocated to the Interest
Holder under the provisions of Article IX;

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            (ii) an Interest Holder's Capital Account is debited with the amount
of money and the fair market value of any Company property distributed to the
Interest Holder, the amount of liabilities of the Interest Holder assumed by the
Company (or which are secured by property contributed by the Interest Holder to
the Company), the Interest Holder's allocable share of Losses and any item of
expense or loss specially allocated to the Interest Holder under the provisions
of Article IX; and

            (iii) Interest Holders' Capital Accounts will be maintained in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

            "Capital Contribution" shall mean the total amount of cash and the
fair market value of any other assets contributed, or deemed contributed under
Treasury Regulations Section 1.704-1(b)(2)(iv)(d) to the Company by an Interest
Holder, net of liabilities assumed or to which the assets are subject.

            "Capital Proceeds" shall mean the gross receipts received by the
Company from a Capital Transaction.

            "Capital Transaction" shall mean any transaction, other than a
Capital Contribution, not in the ordinary course of business which results in
the Company's receipt of cash or other consideration, including but not limited
to, sales, exchanges or other dispositions of property not in the ordinary
course of business, financings, refinancings, condemnations, and the destruction
of assets used in the trade or business of the Company.

            "Cash Flow" shall mean all cash funds derived from operations of the
Company (including interest received on Reserves), less cash funds used to pay
current operating expenses and to pay or establish reasonable Reserves for
future expenses, debt payments, capital improvements, contingencies, and
replacements as determined by the Members. Cash Flow does not include Capital
Proceeds of Capital Transactions but is increased by the reduction of any
Reserve previously established. Cash Flow is not reduced by non cash charges,
including without limitation, depreciation and amortization.

            "Certificate of Formation" shall mean the Certificate of Formation
of EAST RUTHERFORD GROUP, L.L.C. as filed with the Secretary of State of
Delaware as the same may be amended from time to time.

            "Code" shall mean the Internal Revenue Code of 1986 as amended, and
corresponding provisions of subsequent superseding federal revenue laws.

            "Company" shall refer to EAST RUTHERFORD GROUP, L.L.C.

            "Deciding Interest" shall mean Percentage Interests of Members which
taken together exceed fifty percent (50%) of the Percentage Interests of
Members.

            "Delaware Act" shall mean the Delaware Limited Liability company Act
(6 Del. C. Section 18-101- et seq.).


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            "Entity" shall mean any general partnership, limited partnership,
limited liability company, corporation, joint venture, trust, business trust,
cooperative or association, or any foreign trust, or foreign business
organization.

            "Fiscal Year" shall mean the Company's fiscal year, which shall be
the calendar year.

            "Franchise Agreement" shall mean the license agreement between The
Sheraton Corporation and the Company dated December 2002 with respect to the
operation of the Hotel.

            "Gross Asset Value" shall mean with respect to any asset, the
asset's adjusted basis for federal income tax purposes, except that (i) the
Gross Asset Value of any asset contributed to the Company shall be its gross
fair market value (as agreed upon by the Members) at the time such asset is
contributed or deemed contributed for purposes of computing Capital Accounts,
(ii) upon a contribution of money or other property to the Company by a new or
existing Member and upon a distribution of money or other property to a retiring
or continuing Member, the Gross Asset Value of all of the assets of the Company
shall be adjusted to equal their respective gross fair market values (as
determined by the Managers), provided that adjustments pursuant to this clause
(ii) shall be made only if and to the extent that the Managers reasonably
determine that such adjustments are necessary or appropriate to reflect the
relative economic interests of the Members in the Company, (iii) the Gross Asset
Value of any asset distributed in kind to any Member shall be the gross fair
market value of such asset (as determined by the Managers) on the date of such
distribution, and (iv) the Gross Asset Value of any asset determined pursuant to
clauses (i) or (ii) above shall thereafter be adjusted from time to time by the
depreciation taken into account with respect to such asset for purposes of
determining Profits or Losses.

            "Interest" shall mean a Member's or Interest Holder's share of the
Company's Profits, Losses, and distributions of the Company's assets pursuant to
this Agreement and the Delaware Act, but shall not include any right to
participate in the management or affairs of the Company, or the right to vote
on, consent to, or otherwise participate in any decision of the Members.

            "Interest Holder" shall mean any Person who holds an Interest,
whether as a Member or an unadmitted assignee of a Member.

            "Involuntary Withdrawal" shall mean, with respect to any Member, the
occurrence of any of the following events:

            (i) the Member makes an assignment for the benefit of creditors;

            (ii) the Member files a voluntary petition in bankruptcy;

            (iii) the Member is adjudged bankrupt or insolvent or there is
entered against the Member an order for relief in any bankruptcy or insolvency
proceeding;



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            (iv) the Member files a petition seeking for the Member any
bankruptcy reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law, or regulation;

            (v) the Member files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against the
Member in any proceeding described in clauses (i) through (iv);

            (vi) the Member seeks, consents to, or acquiesces in the appointment
of a trustee for, receiver for, or liquidation of the Member or of all or any
substantial part of the Member's properties;

            (vii) any proceeding instituted against the Member seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation, continues
for one hundred twenty (120) days after the commencement thereof, or the
appointment of a trustee, receiver, or liquidator for the Member or all or any
substantial part of the Member's properties without the Member's agreement or
acquiescence, which appointment is not vacated within or stayed for ninety (90)
days or, if the appointment is stayed for ninety (90) days, after the expiration
of the stay during which period the appointment is not vacated;

            (viii) if the Member is acting as a Member by virtue of being a
trustee of a trust, the termination of the trust;

            (ix) if the Member is a partnership or limited liability company,
the dissolution and commencement of winding up of the partnership or limited
liability company;

            (x) if the Member is a corporation, the dissolution of the
corporation or the revocation of its certificate of incorporation; or

            (xi) if the Member is an estate, the distribution by the fiduciary
of the estate's entire interest in the Company.

            "Land" shall mean the Hotel.

            "Loan" shall have the meaning set forth in Section 8.8.

            "Management Agreement" shall mean the management agreement in the
form attached hereto as Exhibit 3.3, which the Company will enter into with
Prime Hospitality Corp., or its affiliate, pursuant to the terms of this
Agreement and as may be amended and supplemented and be in effect from time to
time..

            "Managers" shall mean the Person or Persons charged with the rights
and duties with respect to management of the Company set forth in Article V of
this Agreement and in the Delaware Act. References to the Managers in the plural
shall also, when the context so requires, be deemed to include the singular.


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            "Member" shall mean each of the parties who executes a counterpart
of this Agreement as a Member and each of the parties who may hereafter become
Members.

            "Membership Rights" shall mean all of the rights of a Member in the
Company, including a Member's: (i) Interest; (ii) right to inspect the Company's
books and records; and (iii) right to participate, subject to the provisions of
this Agreement, in the management of the business and affairs of the Company,
including the right to vote on, consent to, or otherwise participate in any
decision or action of or by the Members granted pursuant to this Agreement and
the Delaware Act.

            "Negative Capital Account" shall mean a Capital Account with a
balance of less than zero.

            "Percentage Interest" shall mean the percentage interest herein of
each Member, initially as stated in Subsection 8.1 (a), and as adjusted from
time to time to correspond to such Member's Capital Account as a percentage of
all Capital Accounts of the Company; and as to an Interest Holder who is not a
Member, the Percentage of the Member whose Interest has been acquired by such
Interest Holder, to the extent the Interest Holder has succeeded to that
Member's Interest, likewise as so adjusted from time to time.

            "Person" shall mean any individual or Entity, and the heirs,
executors, administrators, legal representatives, successors, and assigns of the
Person when the context so permits.



            "Profits" and "Losses" shall mean, for each taxable year of the
Company (or other period for which Profits or Losses must be computed), the
Company's taxable income or loss determined in accordance with Code Section
703(a), with the following adjustments:

            (i) all items of income, gain, loss, deduction, or credit required
to be stated separately under Code Section 703(a)(1) are included in computing
taxable income or loss; and

            (ii) any tax-exempt income of the Company not otherwise taken into
account in computing Profits or Losses, are included in computing taxable income
or loss;

            (iii) any expenditures of the Company described in Code Section
705(a)(2)(B) [or treated as such under Treasury Regulations Section
1.704-1(b)(2)(iv)(i)] and not otherwise taken into account in computing Profits
or Losses, are subtracted from taxable income or loss;

            (iv) gain or loss resulting from any taxable disposition of Company
property is computed by reference to the adjusted book value of the property
disposed of, determined in accordance with Treasury Regulations Section
1.704-1(b)(2)(iv)(d) through (h), notwithstanding the fact that the adjusted
book value differs from the adjusted basis of the property for federal income
tax purposes;



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            (v) in lieu of depreciation, amortization, or cost recovery
deductions allowable in computing taxable income or loss, there is taken into
account the depreciation computed based upon the adjusted book value of the
asset;

            (vi) notwithstanding any other provision of this definition, any
items which are specially allocated pursuant to Article IX hereof are not taken
into account in computing Profits or Losses; and(vii) if property is sold or
distributed to a Member and gain is recognized by the Member, the Company will
make an election pursuant to Code Section 754.

            "Purchase Contract" shall mean that certain Purchase and Sale
Agreement between Metropolitan Life Insurance Company and the Company dated as
of December 4, 2002.

            "Reserves" shall mean, for any fiscal period, funds set aside or
amounts allocated during such period in amounts deemed sufficient by the
Managers for working capital and to pay taxes, insurance, debt service, or other
costs or expenses incident to the ownership or operation of the Company's
business.

            "Transfer", when used as a noun, shall mean any sale, assignment,
exchange, pledge, encumbrance, gift, devise, bequest, or other transfer or
relinquishment, and, when used as a verb, shall mean to sell, assign, exchange,
pledge, encumber, give, devise, bequeath or otherwise transfer or relinquish.

            "Treasury Regulations" shall include proposed, temporary, and final
regulations promulgated under the Code in effect as of the date of filing the
Certificate of Formation, any regulations promulgated thereafter, and the
corresponding sections of any regulations subsequently issued that amend or
supersede those regulations.

      1.2 Terms Elsewhere Defined. Those terms defined elsewhere in this
Agreement with respect to particular provisions hereof shall have those meanings
ascribed to them in the place in which they first appear, and such definitions
shall apply wherever such terms are used in this Agreement unless the context
clearly requires otherwise.

                                   ARTICLE II
                              FORMATION OF COMPANY

      2.1 Formation. The parties shall organize a limited liability company
pursuant to the Delaware Act and the provisions of this Agreement and, for that
purpose, shall cause a Certificate of Formation, in the form annexed hereto as
Exhibit 2.1, to be executed and filed for record with the Delaware Secretary of
State and the appropriate registration or qualification with the New Jersey
Secretary of State. The parties hereto shall execute, file, record and publish
such additional certificates and documents as may be necessary or desirable to
form and operate a limited liability company under the laws of the State of
Delaware, or under other applicable laws.

      2.2 Name. The name of the Company shall be "EAST RUTHERFORD GROUP, L.L.C."
The Company may do business under that name and any other name or names which
the Managers select. If the Company does business under a name other than that
set forth in its



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Certificate of Formation, then the Company shall file a certificate of
registration of alternate name as required by the Delaware Act.

      2.3 Principal Place of Business. The principal place of business of the
Company shall be 2 Meadowlands Plaza, East Rutherford, New Jersey. The Company
may locate its places of business and registered office at any other place or
places as the Managers may from time to time deem advisable.

      2.4 Registered Office and Registered Agent. The Company's initial
registered office shall be c/o Corporation Service Company, 830 Bear Tavern
Road, West Trenton, New Jersey 08628, and the name of its initial registered
agent at such address shall be Corporation Service Company. The registered
office and registered agent may be changed from time to time by filing the
address of the new registered office and/or the name of the new registered agent
with the Delaware Secretary of State pursuant to the Delaware Act.

      2.5 Term. The term of the Company shall be forty (40) years from the date
of filing of the Certificate of Formation with the Secretary of State of the
State of Delaware, unless the Company is earlier dissolved in accordance with
either the provisions of this Agreement or the Delaware Act.

      2.6 Purpose. The purposes of the Company shall be (i) to acquire, own,
finance, improve, develop, maintain, manage, operate, lease, sell, assign,
dispose of and otherwise deal with the Hotel; (ii) to undertake such other
activities as may be necessary, desirable or appropriate to the business of the
Company to effectuate the foregoing purposes; and (iii) to otherwise engage in
any enterprise or business in which a limited liability company may engage or
conduct under the Delaware Act. The Company shall have all powers necessary,
desirable or appropriate to accomplish the purposes enumerated.

                                   ARTICLE III
                               BUSINESS OF COMPANY

      3.1 Permitted Businesses. The business of the Company shall be:

            (a) To purchase, acquire, own, and manage and operate the Hotel

            (b) To accomplish any lawful business related to the foregoing
business which shall at any time appear conducive to or expedient for the
benefit or protection of the Company and its assets.

            (c) To exercise all other powers necessary to or reasonably
connected with the Company's business that may be legally exercised by limited
liability companies under the Delaware Act.

            (d) To engage in all activities necessary, customary, convenient, or
incident to any of the foregoing.

      3.2 Intentionally Omitted.


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      3.3 Management of Completed Hotel.

      Prime will direct, supervise, manage and operate the Hotel in accordance
with the terms of the Management Agreement, the form of which is set forth as
Exhibit 3.3 hereto, which will be entered into between the Company and Prime on
the date on which the Company acquires title to the Hotel. Prime's compensation
for such services will be as set forth in the Management Agreement..

      3.4 Financing.

      (a) Upon the execution of this Agreement, the Members, for and on behalf
of the Company, together shall attempt to arrange for permanent financing for
the Hotel. The parties shall endeavor to negotiate on behalf of the Company to
obtain such financing from one or more third party institutional lenders on
commercially reasonable terms which will be subject to approval by Members
holding a Deciding Interest. All costs and fees payable in connection with said
financing (the "Financing Fees") will be paid by and on behalf of the Company
from the initial capital contributions made to the Company pursuant to this
Agreement. Notwithstanding anything in Article III hereof to the contrary, in
the event that the lender will not permit all or any portion of the Financing
Fees to be included as a cost to be financed by the Company, the Members each
agree that it will be obligated to contribute to the Company in cash as an
additional Capital Contribution each member's share of the funds necessary to
pay such Financing Fees. If not available from Hotel cash flow, a Member's share
of such funds shall be equal to the product obtained by multiplying the Member's
Percentage Interest (expressed as a percentage) by the total amount of the
Financing Fees at issue.

      (b) Inability to Obtain Agreement Upon Terms of Financing. In the event
that financing cannot be obtained on terms which are satisfactory to Prime and
AFP, the provision of Section 14.1 shall govern.

      (c) Nonrecourse. Notwithstanding anything in this Agreement, no
indebtedness of the Company shall be recourse to any Member without the prior
written consent of such Member; provided that the foregoing shall not apply to
any guaranty or indemnity (a "Nonrecourse Carveout Guaranty") with respect to
fraud, misappropriation of rents, misapplication of condemnation or casualty
proceeds, intentional misrepresentation and other customary "carveouts" from a
nonrecourse mortgage loan given by the Company in connection with the financing
of the Hotel.

                                   ARTICLE IV
                         NAMES AND ADDRESSES OF MEMBERS

             The names and addresses of the Members are as follows:

               Name                                   Address
               ----                                   -------
        AFP Eighteen Corp.                    c/o United Capital Corp.
                                              United Capital Building
                                                    9 Park Place
                                             Great Neck, New York 11021


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                                              c/o Prime Hospitality Corp.
                                                   700 Route 46 East
       Prime-Meadowlands L.L.C.               Fairfield, New Jersey 07004

                                    ARTICLE V
                                   MANAGEMENT

      5.1 Managers; Number, Election & Tenure. Except as limited below, the
business and affairs of the Company shall be managed by its Managers. The
Company shall initially have two Managers, who shall be Douglas Vicari and
Anthony Miceli. The number of Managers shall be fixed from time to time, at a
number equal to the number of Members of the Company. Each Member shall have the
right to designate for election one person as its representative Manager. The
Managers in the aggregate shall hold 100 votes. Each Manager shall have the
number of votes, including fractional votes, equal to 100 times the Percentage
Interest of the Member appointing the Manager. Other than as otherwise expressly
set forth in this Agreement, actions permitted to be taken by the Managers shall
require approval by more than 50 votes, including fractional votes. Each Manager
shall hold office until the next annual meeting of Members or special meeting of
Members called to select Managers or until a successor shall have been appointed
and qualified. The Managers need not be residents of the State of Delaware or
Members of the Company.

      5.2 Powers of Managers. Except for those situations in which the approval
of the Members is expressly required by or the authority of the Managers is
limited by any provision of this Agreement, or by non-waivable provisions of
applicable law, the Managers shall have full and complete authority, power, and
discretion to manage and control the business, affairs, and property of the
Company, to make all decisions regarding those matters and to perform any and
all other acts or activities customary or incident to the management of the
Company's business, including, but not limited to, the power and authority to:

            (a) acquire by purchase, lease, or otherwise any personal property,
      tangible or intangible;

            (b) sell, dispose of, trade, or exchange Company assets in the
      ordinary course of the Company's business;

            (c) open bank accounts in the name of the Company, collect and
      expend receipts in furtherance of the operation and management of the
      Company, keep all books of account and other records of the Company, and
      prepare and submit to the Members for approval an annual budget for the
      Company;

            (d) hire, discharge and supervise all labor and employees required
      for the operation and management of the Company, it being understood that
      all employees shall be deemed to be employees of the Company not of the
      Managers;

            (e) maintain physical properties, purchase supplies, and incur
      expenses for advertising, printing, travel, telephone and for such other
      services or things, whether



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      similar or dissimilar, as may be deemed by the Managers to be necessary,
      convenient or advisable for the management and operation of the Company;

            (f) obtain trade financing incurred in the ordinary course of the
      Company's business;

            (g) purchase liability and other insurance to protect the Company's
      property and business;

            (h) hold and own any Company real and/or personal property in the
      name of the Company;

            (i) invest any Company funds temporarily (by way of example but not
      limitation) in time deposits, short-term governmental obligations,
      commercial paper, or other investments;

            (j) execute on behalf of the Company all instruments and documents
      necessary to or advisable for the business of the Company;

            (k) employ accountants, legal counsel, managing agents, or other
      experts to perform services for the Company and to compensate them from
      Company funds;

            (l) enter into any and all other agreements on behalf of the
      Company, with any other Person for any purpose, in such forms as the
      Managers may approve; and

            (m) do and perform all other acts as may be necessary or appropriate
      to the conduct of the Company's business.

      5.3 Extraordinary Transactions. Notwithstanding anything to the contrary
in this Agreement, the Managers shall not have authority without the approval of
Members holding a Deciding Interest to:

            (a) sell or otherwise dispose of the Land, the Hotel or all or
      substantially all of the assets of the Company as part of single
      transaction or plan or to engage in any other Capital Transaction;

            (b) incur lease obligations or indebtedness on behalf of the Company
      with a total liability per transaction in excess of $25,000, or in excess
      of $100,000 in the aggregate during any twelve month period;

            (c) purchase real property;

            (d) enter into any loan of the Company's money in excess of $25,000
      on any one occasion;

            (e) materially alter the nature of the business of the Company;



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            (f) engage in business in any jurisdiction which does not provide
      for the registration of limited liability companies;

            (g) enter into, amend, or take an assignment of the Purchase
      Contract, and any construction contracts in excess of $25,000;

            (h) approve the Company's annual or other periodic operating or
      capital expenditure budgets;

            (i) permit Company expenditures to exceed the amounts budgeted
      therefor in the budgets which are from time to time approved by the
      Members;

            (j) terminate the Management Agreement;

            (k) terminate the Franchise Agreement, provided that with respect to
      the appointment or termination of any Franchise, such appointment or
      termination shall be within the sole discretion of AFP.

Notwithstanding anything to the contrary in this Agreement, any amendment,
modification or supplement to the Management Agreement, and any replacement
management agreement entered into after the termination of the Management
Agreement, shall contain terms no less favorable to the Company than could be
obtained on an arm's length basis from an unrelated third party manager.

      5.4 Agents and Members. Unless authorized to do so by this Agreement or by
the Managers of the Company, no attorney-in-fact, employee, or other agent of
the Company shall have any power or authority to bind the Company in any way, to
pledge its credit or to render it liable pecuniarily for any purpose. No Member
shall have any power or authority to bind the Company unless the Member has been
authorized by this Agreement or by the Members holding a Deciding Interest in
writing to act as an agent of the Company. For purposes of Section 5.02 of the
Management Agreement, each Member shall be a representative of the Company with
the right to examine, inspect and copy the books and records referred to
therein.

      5.5 Liability for Certain Acts. The Managers shall perform their
managerial duties in good faith, in a manner which they reasonably believe to be
in the best interests of the Company, with such care as an ordinarily prudent
person in a like position would use under similar circumstances. Provided the
Managers so perform the duties of Managers, they shall not have any liability by
reason of being or having been a Manager of the Company. The Managers may
perform any of their duties through the attorneys, agents or employees of the
Company and shall not be personally responsible for their acts, defaults or
negligence if reasonable care has been exercised in their appointment,
supervision and retention. The Managers do not, in any way, guarantee the return
of the Members' Capital Contributions or a profit for the Members from the
operations of the Company. No Manager shall be liable to the Company or to
either Member for any loss or damage sustained by the Company or such Member,
unless the loss or damage shall have been the result of fraud, deceit, gross
negligence, willful misconduct, or a wrongful taking by the Manager.


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      5.6 Indemnity of the Managers, Employees, and Other Agents. To the maximum
extent permitted under Section 10 of the Delaware Act, but subject to the
limitations contained in the Certificate of Formation, the Company shall
indemnify the Managers and make advances for expenses. The Company may indemnify
its employees and other agents other than the Managers to the fullest extent
permitted by law, provided that the indemnification in any given situation is
approved by Members owning a Deciding Interest.

      5.7 Resignation. Any Manager of the Company may resign at any time by
giving written notice to the Members of the Company. The resignation of a
Manager shall take effect upon receipt of that notice or at such later time as
shall be specified in the notice; and, unless otherwise specified in the notice,
the acceptance of the resignation shall not be necessary to make it effective.

      5.8 Removal. At a meeting called expressly for that purpose, all or any
lesser number of the Managers may be removed at any time, with or without cause,
by the affirmative vote of Members having at least a Deciding Interest;
provided, however, a Manager who has been elected as the designated
representative of a Member pursuant to Section 5.1 may be so removed only by the
Member who has so designated the Manager.

      5.9 Vacancies. Any vacancy occurring for any reason in the number of
Managers of the Company shall be filled by an affirmative vote of Members
holding at least a Deciding Interest at a meeting expressly called for that
purpose; provided, however, if a Manager who has been elected as a designated
representative of a Member pursuant to Section 5.1 ceases to serve as a Manager,
such vacancy shall be filled by the election of another person designated by
such Member as its representative. Managers elected to fill a vacancy shall hold
office for the unexpired term of the Manager's predecessor in office, or until a
successor shall have been designated and qualified.

      5.10 No Manager shall receive a salary or other compensation from the
Company.

      5.11 Duty to Company; Dealings With Affiliates of Members.

            (a) Managers shall devote such time to the business and affairs of
      the Company as is necessary to carry out their duties set forth in this
      Agreement.

            (b) Managers shall not be required to manage the Company as their
      sole and exclusive function, and may have other business interests and may
      engage in other activities in addition to those relating to the Company.
      Neither the Company nor either of its Members shall have any right, by
      virtue of this Agreement, to share or participate in such other
      investments or activities of the Managers or to the income or proceeds
      derived therefrom. The Managers shall incur no liability to the Company or
      to either of the Members as a result of engaging in any other business or
      venture. Managers may have such business interests and engage in such
      other business activities notwithstanding that they may compete with the
      business and activities of the Company.

            (c) Each Member understands and acknowledges that the conduct of the
      Company's business may involve business dealings and undertakings with the
      Members and Persons which may be affiliated with one or both Members. In
      any of those cases,



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      those dealings and undertakings shall be at arm's length and on
      commercially reasonable terms.

      5.12 Further Authority to Execute Certificates, Etc. Each Member
authorizes the Managers for and on behalf of the Company and each Member and in
the Member's name, place and stead, to make, execute, sign, acknowledge and
file:

            (a) the Certificate of Formation or any amendment thereto;

            (b) all documents or instruments which are appropriate to reflect
      the admission to the Company of a substituted Member or the withdrawal of
      either Member in the manner prescribed in this Agreement;

            (c) all documents which are appropriate to reflect any amendment,
      change, or modification of this Agreement properly adopted by the Members;

            (d) any and all other certificates or other instruments required to
      be filed by the Company under the laws of the State of Delaware or of any
      other state or jurisdiction, including, but not limited to, any
      certificate or other instruments necessary in order for the Company to
      continue to qualify as a limited liability company under the laws of the
      State of Delaware;

            (e) one or more alternate name certificates; and

            (f) all documents which may be required to dissolve and terminate
      the Company and to cancel its Certificate of Formation upon the occurrence
      of such dissolution and termination in the manner prescribed in this
      Agreement.

Each Member shall be bound by any representations made by the Managers acting in
good faith pursuant to this grant of authority.

                                   ARTICLE VI
                        RIGHTS AND OBLIGATIONS OF MEMBERS

      6.1 Limitation of Liability/Indemnity.

            (a) Each Member's liability shall be limited as set forth in this
      Agreement, the Delaware Act, and other applicable law.

            (b)

                  (i) The Company shall indemnify to the fullest extent
            permitted under and in accordance with the laws of the State of
            Delaware any person who was or is a party or is threatened to be
            made a party to any threatened, pending or completed action, suit or
            proceeding, whether civil, criminal, administrative or investigative
            by reason of the fact that he is or was a Member or Manager of the
            Company, or is or was serving at the request of the Company as a
            Member or Manager in any other capacity with another corporation,
            partnership, joint venture, trust or other


                                       13
<PAGE>

            enterprise, against expenses (including attorneys' fees), judgments,
            fines and amounts paid in settlement actually and reasonably
            incurred by him in connection with such action, suit or proceeding
            if he acted in good faith and in a manner he reasonably believed to
            be in, or not opposed to, the best interests of the Company, and,
            with respect to any criminal action or proceeding, had no reasonable
            cause to believe his conduct was unlawful.

                  (ii) Expenses incurred in defending a civil or criminal
            action, suit or proceeding shall (in the case of any action, suit or
            proceeding against a Member or Manager of the Company) or may (in
            the case of any action, suit or proceeding against an Member or
            Manager) be paid by the Company in advance of the final disposition
            of such action, suit or proceeding as authorized by the Members upon
            receipt of an undertaking by or on behalf of the indemnified person
            to repay such amount if it shall ultimately be determined that he is
            not entitled to be indemnified by the Company as authorized in this
            Article VI.

                  (iii) the indemnification and other rights set forth in this
            Article VI shall not be exclusive of any provisions with respect
            thereto in the bylaws or any other contract or agreement between the
            Company and any Member or Manager of the Company.

                  (iv) neither the amendment nor repeal of subparagraphs (i)
            (ii), or (iii) of this Article VI, shall eliminate or reduce the
            effect of subparagraphs (i), (ii), and (iii) of this Article VI in
            respect of any matter occurring before such amendment, repeal or
            adoption of an inconsistent provision or in respect of any cause of
            action, suit or claim relating to any such matter which would have
            given rise to a right of indemnification or right to receive
            expenses pursuant to subparagraph (i), (ii), or (iii) of this
            Article VI, if such provision had not been so amended or repealed or
            if a provision inconsistent therewith had not been so adopted.

      6.2 Company Debt Liability. A Member shall not be personally liable for
any debts or losses of the Company beyond the Member's respective Capital
Contributions and any obligation of the Member under Sections 8.1 or 8.2 hereof
to make Capital Contributions, except as provided in Section 6.6 hereof or as
otherwise required by law.

      6.3 List of Members. Upon written request of a Member, the Managers shall
provide a list showing the names, addresses, and Membership Rights and Interests
of the Members and Interest Holders.

      6.4 Intentionally Omitted.

      6.5 Priority and Return of Capital. Except as may be expressly provided in
Article VIII or Article IX, no Member or Interest Holder shall have priority
over any other Members or Interest Holder, either for the return of Capital
Contributions or for Profits, Losses, or distributions; provided that this
section shall not apply to Loans or to Guarantor Contributions as defined in
Section 8.9 (as distinguished from Capital Contributions) which a Member has
made to the Company.


                                       14
<PAGE>

      6.6 Liability of a Member to the Company. A Member who rightfully receives
the return in whole or in part of its contribution (as defined in Section 2 of
the Delaware Act) is nevertheless liable to the Company only to the extent now
or hereafter provided by the Delaware Act. A Member who receives a distribution
made by the Company which is either in violation of this Agreement, or made when
the Company's liabilities exceed its assets (after giving effect to the
distribution) is liable to the Company for a period of six years after the
distribution for the amount of the distribution.

      6.7 No Authority to Act for Company. Except as may be otherwise expressly
provided in this Agreement, no Member or Interest Holder, acting alone, shall
have any authority to act for, bind, or undertake, assume, or assign any
obligation or responsibility on behalf of, the other Members, Interest Holders,
or the Company.

      6.8 Restriction on Other Business Interests. Except as may be otherwise
expressly provided in this Agreement, nothing herein shall be construed so as to
prohibit a Member or Interest Holder from owning, operating, or investing in any
real estate development not owned or operated by the Company, wherever located.
Except as may be otherwise expressly provided in this Agreement, each Member and
Interest Holder agrees that the other Members and Interest Holders, any
Affiliate of same, or any related person or entity may engage in or possess an
interest in another business venture or ventures of any 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, and neither the Company, the Members, nor any
Interest Holder shall have any rights by virtue of this Agreement in and to said
independent ventures or to the income or profits derived therefrom.

      6.9 No Responsibility for Commitments of Others. Neither the Company nor a
Member or Interest Holder shall be responsible or liable for any indebtedness or
obligation or another Members or Interest Holder incurred before or after the
execution of this Agreement, except as to those responsibilities, liabilities,
indebtedness or obligations authorized pursuant to the terms of this Agreement,
and each indemnifies and agrees to hold the others harmless from such
obligations and indebtedness except as aforesaid.

                                   ARTICLE VII
                               MEETINGS OF MEMBERS

      7.1 Annual Meeting. The annual meeting of the Members shall be held on the
first Monday in May or at such other time as shall be determined by resolution
of the Members, commencing with the year 2003, for the purpose of the
transaction of such business as may come before the meeting.

      7.2 Special Meetings. Special meeting of the Members, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by any Member or
Members holding at least 50% of the Percentage Interests.

      7.3 Place of Meetings. Meetings will be held at 700 Route 46 East,
Fairfield, New Jersey or as the Members holding a Deciding Interest shall
determine.


                                       15
<PAGE>

      7.4 Notice of Meetings. Except as provided in Section 7.5 below, written
notice stating the place, day, and hour of the meeting and the purpose or
purposes for which the meeting is called shall be delivered no fewer than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the Member or Members calling
the meeting, to each Member entitled to vote at the meeting. If mailed, the
notice shall be deemed to be delivered two (2) calendar days after being
deposited in the United States mail, addressed to the Member at the Member's
address as it appears on the books of the Company, with postage thereon prepaid.

      7.5 Meeting of All Members. If all of the Members shall meet at any time
and place, either within or outside of the State of New Jersey and consent to
the holding of a meeting at that time and place, the meeting shall be valid
without call or notice, and at the meeting lawful action may be taken.

      7.6 Record Date. For the purpose of determining Members entitled to notice
of or to vote at any meeting of Members or any adjournment of the meeting, or
Members entitled to receive payment of any distribution, or to make a
determination of Members for any other purpose, the date on which notice of the
meeting is mailed or the date on which the resolution declaring the distribution
is adopted, as the case may be, shall be the record date for the determination
of Members. When a determination of Members entitled to vote at any meeting of
Members has been made as provided in this Section, the determination shall apply
to any adjournment of the meeting.

      7.7 Quorum. Except as otherwise required by this Agreement, Members
holding at least a Deciding Interest, represented in person or by proxy, shall
constitute a quorum at any meeting of Members. In the absence of a quorum at any
meeting of Members, a majority of the Percentage Interests so represented may
adjourn the meeting from time to time for a period not to exceed sixty (60) days
without further notice. However, if the adjournment is for more than sixty (60)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Member of
record entitled to vote at the meeting. At an adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. The Members
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal during the meeting of that number of
Percentage Interests whose absence would cause less than a quorum.

      7.8 Manner of Acting. If a quorum is present, the affirmative vote of
Members holding at least a Deciding Interest shall be the act of the Members,
unless the vote of a greater or lesser proportion or number is otherwise
required by the Delaware Act, by the Certificate of Formation or by this
Agreement. Unless otherwise expressly provided in this Agreement or required
under applicable law, Members who have an interest (economic or otherwise) in
the outcome of any particular matter upon which the Members vote or consent may
vote or consent upon any such matter and their Percentage Interest, vote or
consent, as the case may be, shall be counted in the determination of whether
the requisite matter was approved by the Members.

      7.9 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. The proxy shall be



                                       16
<PAGE>

filed with the Managers of the Company before or at the time of the meeting. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.

      7.10 Action by Members Without a Meeting. Action required or permitted to
be taken at a meeting of Members may be taken without a meeting if the action is
evidenced by one or more written consents describing the action taken, signed by
each Member entitled to vote, and delivered to the Managers of the Company for
inclusion in the minutes or for filing with the Company records. Action taken
under this Section is effective when all Members entitled to vote have signed
the consent, unless the consent specifies a different effective date. The record
date for determining Members entitled to take action without a meeting shall be
the date the first Member signs a written consent.

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

                                  ARTICLE VIII
                          CONTRIBUTIONS TO THE COMPANY
                              AND CAPITAL ACCOUNTS

      8.1 Initial Capital Contributions. Prior to the date of this Agreement,
Prime incurred the costs in connection with the acquisition of the Hotel,
including legal fees in negotiating the purchase contract and due diligence
costs identified by amount or by description on Exhibit 8.1. The Members other
than Prime shall reimburse Prime upon execution of this agreement 50% of such
costs, or, (if there are Members in addition to AFP and Prime), in accordance
with their Percentage Interest. From and after the date of this Agreement, the
Members shall pay their proportionate share of all costs incurred by and on
behalf of the Company in accordance with this Agreement, including the costs
identified by amount or by description on Exhibit 8.1. The initial Percentage
Interest of Prime is 50.00%, and the initial Percentage Interest of AFP is
50.00%.

      8.2 Additional Capital Contributions. At any time and from time to time
after the Initial Capital Contributions have been funded, the Members holding a
Deciding Interest acting unanimously may call for additional Capital
Contributions to the Company to pay for all Company and Hotel related expenses
not otherwise covered by financing proceeds or operating income, including,
without limitation, development costs, legal fees, land acquisition costs,
financing costs, construction and purchasing costs, franchise fees, management
fees, pre-opening expenses and operating expenses. Provided that the amount and
timing of such call is reasonable in view of the current and reasonably
foreseeable future needs of the Company, each Member shall be obligated to fund
its share of such Capital Contribution no later than ten (10) business days
following the date of such call. A Member's share of each such Capital
Contribution shall be equal to the product obtained by multiplying the Member's
Percentage Interest (expressed as a percentage) by such required Capital
Contribution. A Member's share shall be payable in cash or by certified check.


                                       17
<PAGE>

      8.3 Dilution. If a Member fails to make all or any portion of a Capital
Contribution required to be made by such Member pursuant to Section 8.1 or
Section 8.2 (such Member being hereinafter referred to individually as a
"Failing Member" and the Capital Contribution, or portion thereof, not
contributed by such Failing Member being referred to as the "Default Amount"),
the other Members that have made the Capital Contribution (the "Non-Failing
Members") shall have the right, at their option, to (i) receive a refund of
their Capital Contribution as adjusted for gains or losses, (ii) make a loan to
the Company in a amount not in excess of the Default Amount which, at the option
of the Non-Failing Members, may be converted into a Capital Contribution equal
to the outstanding balance of such loan, plus accrued interest, at any time from
the date of such loan, provided that the Failing Member is given a Dilution
Notice (as hereinafter defined) at such time; or (iii) give notice ("Dilution
Notice") to the Failing Member of their intention to make a further additional
Capital Contribution to the Company (or to convert a loan to the Company made in
accordance with this Section 8.3 into an additional Capital Contribution) in an
amount not in excess of the Default Amount. If the Failing Member has not made,
within ten (10) days of the delivery to it of the Dilution Notice, an additional
Capital Contribution to the Company in an amount equal to the Default Amount,
then the Non-Failing Members may make an additional Capital Contribution to the
Company in an amount not in excess of the Default Amount. Upon receipt by the
Company of such additional Capital Contribution, the Non-Failing Members'
Percentage Interest in the Company shall be increased to the percentage obtained
by dividing (x) a sum equal to (i) two times any Default Amounts plus (ii) the
sum of all other committed and additional Capital Contributions made by the
Non-Failing Members by (y) the sum of all other committed and additional Capital
Contributions made by all Members at any time. In turn, the Failing Member's
Percentage Interest in the Company shall be decreased to a percentage equal to
one hundred percent, less the Non-Failing Members' new Percentage Interest, as
calculated pursuant to the preceding clause of this Section 8.3. In the event
that there is more than one Non-Failing Member, the increase in the Non-Failing
Member's Percentage Interest shall be allocated among the Non-Failing Members on
the basis of the ratio of their contributions.

      8.4 Capital Account.

            (a) A separate Capital Account shall be maintained for each Interest
      Holder, in accordance with Code Section 704(b) and Treasury Regulations
      Section 1.704-1(b).

            (b) In the event of a permitted sale or exchange of an Interest in
      the Company, the Capital Account of the transferor shall become the
      Capital Account of the transferee to the extent it relates to the
      transferred Interest in accordance with Treasury Regulations Section
      l.704-l(b)(2)(iv).

            (c) The manner in which Capital Accounts are to be maintained
      pursuant to this Section is intended to comply with the requirements of
      Code Section 704(b) and the Treasury Regulations promulgated thereunder.
      If, in the opinion of the Company's accountants, the manner in which
      Capital Accounts are to be maintained pursuant to the preceding provisions
      of this Section should be modified to comply with Code Section 704(b) and
      the Treasury Regulations thereunder, then notwithstanding anything to the
      contrary contained in the preceding provisions of this Section, the method
      in which Capital Accounts are maintained shall be so modified; provided,
      however, that any


                                       18
<PAGE>

      change in the manner of maintaining Capital Accounts shall not materially
      alter the economic agreement between or among the Members.

            (d) Except as required in Sections 8.1 and 8.2, or by any of the
      special allocation provisions of Section 9.5, if applicable, no Interest
      Holder shall have any liability to restore all or any portion of a deficit
      balance in the Interest Holder's Capital Account.

            (e) In accordance with Code Section 704(c) and the Treasury
      Regulations thereunder, income, gain, loss and deduction with respect to
      any property contributed to the capital of the Company shall, solely for
      tax purposes, be allocated among the Members so as to take account of any
      variation between the adjusted basis of such property to the Company for
      federal income tax purposes and the initial Gross Asset Value. In the
      event that the Gross Asset Value of any Company asset is adjusted pursuant
      to items (ii) or (iv) of the definition of the term Gross Asset Value
      contained in Article I hereof, subsequent allocations of income, gain,
      loss and deduction with respect to such asset shall take account of any
      variation between the adjusted basis of such asset for federal income tax
      purposes and its Gross Asset Value in the same manner as under Code
      Section 704(c) and the Treasury Regulations thereunder.

      8.5 No Interest on Capital Contributions. Interest Holders shall not be
paid interest on their Capital Contributions.

      8.6 Return of Capital Contributions. Except as otherwise provided in this
Agreement, no Interest Holder shall have the right to receive any return of any
Capital Contribution and Capital Accounts.

      8.7 Form of Distribution. If an Interest Holder is entitled to receive a
return of a Capital Contribution or any other distribution, the Company, at the
discretion of the Managers, may distribute cash, notes, property, or a
combination thereof to the Interest Holder, but no Interest Holder shall have
the right to demand that distributions be made in any form other than cash.

      8.8 Loans by Members. No Member shall be obligated to lend any money to
the Company. With the exception of the institutional borrowing allowed by
Section 3.4, the borrowings which the Managers are authorized to incur by
Sections 5.2 and 5.3 and a loan which a Member may make pursuant to Section 8.3
and 8.9, the Company shall not borrow any funds without the approval of the
Members holding a Deciding Interest. If, pursuant to Section 8.3 or 8.9, one or
more Members lend any money to the Company as a loan (a "Loan"), such Loan shall
not increase the Capital Account of such Member or entitle such Member to any
increase in its share of the distributions of the Company. Any Loan shall be an
obligation of the Company, and no Member shall be personally obligated to repay
the Loan and the Loan shall be payable or collectible only out of the assets of
the Company. All Loans shall bear interest at a rate per annum equal to the sum
of (x) five percent (5%) plus (y) the prime rate prevailing from time to time of
PNC Bank, adjusted as of the date of each prime rate change at said bank, but in
no event shall the rate of interest exceed the highest rate permitted by law
which, if exceeded, could subject the lending Member to penalties. A loan made
by a Non-Failing Member pursuant to


                                       19
<PAGE>

Section 8.3 and the interest thereon shall be payable on demand and shall be
senior in right of payment to any loan which may be payable by the Company to
the other Members, except for a loan made by the other Members pursuant to
Section 8.3 or Section 8.9. A Guarantor Loan made pursuant to Section 8.3 or 8.9
shall be senior in right of payment to any loan which may be payable by the
Company to the other Members, except for a loan made by the other Members
pursuant to Section 8.9, but shall be junior in right of payment as to principal
and interest to the debt which gave rise to the Guarantor Loan. The principal
and interest on debt owed to a Member pursuant to Section 8.9 shall be payable
on demand but shall be so payable only after all debt which gave rise to the
Guarantor Loan and the interest thereon has been paid in full.

      8.9 Payment by Member Under Guaranty of Company Debt.

            (a) Member as sole guarantor. In the event that the Company fails to
      make payment of principal or interest on any debt incurred pursuant to
      Section 3.4 of which less than all members are guarantors, those Members
      may effect payment of the amount owed by the Company by making payment
      thereof directly to the creditor (hereinafter referred to as a "Member
      Guaranty Payment"). Any Member who makes a Member Guaranty Payment (the
      "Paying Guarantor") shall be deemed to have made a payment to the Company
      in the amount of the Member Guaranty Payment which, at the election of the
      Paying Guarantor communicated to the Company and to the other Members and
      subject to any requirements which may be imposed by the holders of the
      Company's institutional debt, will be either a loan to the Company (a
      "Guarantor Loan") or a payment to the Company (a "Guarantor Contribution")
      which gives rise to the rights and privileges with respect to the Company
      described in paragraph (c) of this Section (a "Guarantor Claim"). A
      Guarantor Loan or a Guarantor Contribution may, at the option of the
      holder thereof, be converted into an additional Capital Contribution,
      equal to the outstanding balance of such Guarantor Loan, plus accrued
      interest, or the amount of the distribution which would then be payable on
      such Guarantor Claim, as applicable, at any time from the date of the
      relevant Member Guaranty Payment by giving notice of such election to the
      other Members and to the Company. Upon the giving of such notice, the
      Paying Guarantor's Percentage Interest in the Company with its
      corresponding voting rights shall be increased to the percentage obtained
      by applying the formula set forth in Section 8.3 in which application the
      amount of the converted Guarantor Loan and the interest thereon or the
      amount of the distribution which would then be payable on the converted
      Guarantor Claim, as applicable, will be considered an additional Capital
      Contribution. In turn, the other Members' Percentage Interest in the
      Company with its corresponding voting rights shall be decreased to a
      percentage equal to one hundred percent, less the Paying Guarantor's new
      Percentage Interest, as calculated pursuant to the preceding sentence of
      this paragraph (a).

            (b) Members as joint and several guarantors.

                  (i) In the event that the Company fails to make a payment of
                  principal or interest on any debt incurred pursuant to Section
                  3.4 of which all Members are joint and several guarantors, the
                  Members shall effect payment of the amount owed by the Company
                  by each making payment equal to its Percentage Interest
                  thereof directly to the creditor. If each



                                       20
<PAGE>

                  Member makes such required payment, the Paying Guarantors,
                  subject to any requirements which may be imposed by the
                  holders of the Company's institutional debt, both will be
                  deemed to have made a Guarantor Loan, or a Guarantor
                  Contribution or a Capital Contribution in the amount of its
                  Member Guaranty Payment as the Paying Guarantors shall both
                  agree; provided, however, in the absence of such agreement,
                  the Member Guaranty Payment will be considered to be an
                  additional Capital Contribution.

                  (ii) If a Member fails to make all of the payment required of
                  it by subparagraph (b) (i) of this Section within fifteen days
                  after the amount is due by the Company (the "Failing
                  Guarantor"), the other Members who do not so fail (the
                  "Non-Failing Guarantor") shall have the right to pay to the
                  creditor the amount not so paid by the Failing Guarantor (a
                  "Deficiency Payment"). Upon making a Deficiency Payment, the
                  Non-Failing Guarantor may make a claim against the Failing
                  Guarantor in the amount of the Deficiency Payment or part
                  thereof and the remaining part of the Deficiency Payment not
                  claimed against the Failing Guarantor will be considered a
                  payment to the Company by the Non-Failing Guarantor to which
                  all of the rights and privileges afforded to a Paying
                  Guarantor making a Member Guaranty Payment pursuant to
                  paragraph 8.9(a) shall apply. The Non-Failing Guarantor, and
                  only the Non-Failing Guarantor, shall have the rights and
                  privileges of a Paying Guarantor under paragraph 8.9(a).

            (c) Rights and Privileges related to a Guarantor Claim. For purposes
      of this Agreement and the relative rights of the parties hereto:

                  (i) A Guarantor Contribution will not be deemed to be a
                  Capital Contribution and will not, until converted to a
                  Capital Contribution, result in an increase in the Paying
                  Guarantor's voting rights, Capital Account, Interest in the
                  Company or Percentage Interest therein.

                  (ii) The holder of a Guarantor Claim will be entitled to
                  payment by the Company of a percent per annum on the
                  outstanding amount thereof equaling the sum of (x) five
                  percent (5%) plus (y) the prime rate prevailing from time to
                  time while such amount is outstanding at PNC Bank, adjusted as
                  of the date of each prime rate change at said bank, but in no
                  event shall the rate of interest exceed the highest rate
                  permitted by law. The holder of a Guarantor Claim will be
                  entitled to said payment out of Cash Flow, but only if at the
                  time of such payment, the Company has then outstanding no debt
                  or interest thereon other than trade debt or other debt
                  incurred in the ordinary course of business which is not
                  outstanding beyond the date when such debt is due. During such
                  time as such payment on a Guarantor Claim is not payable out
                  of Cash Flow because of the existence of outstanding debt,
                  such payment will nevertheless accrue. If such payment on a
                  Guarantor Claim is payable out of Cash Flow because



                                       21
<PAGE>

                  of the absence of outstanding debt, such payment will be made
                  prior to any payment out of Cash Flow made to an Interest
                  Holder.

                  (iii) The holder of a Guarantor Claim will be entitled to
                  payment by the Company of the amount thereof, plus the unpaid
                  payments due thereon under paragraph (c)(ii), at such time
                  that Interest Holders are entitled to receive a return of
                  their Capital Contributions or a distribution of Capital
                  Proceeds. The right of a holder of a Guarantor Claim to
                  receive such payment is prior to the right of an Interest
                  Holder to receive a return of its Capital Contribution or
                  Capital Proceeds, but is junior to the right of creditors of
                  the Company to receive payment of the amounts then due to
                  them.

            (d) Nonrecourse Carveout Guaranty. Any liability under a Nonrecourse
      Carveout guaranty shall be paid by the Members in accordance with their
      respective Percentage Interests in the same manner as a Member Guaranty
      Payment under this Section 8.9 unless one or more Member(s) committed the
      acts giving rise to such liability, in which case such responsible
      Member(s) shall be solely responsible for such liability.

      8.10 Right to Offset Damages. The Company may offset damages for breach of
this Agreement by an Interest Holder, or of any other agreement between the
Company and such Interest Holder by the Interest Holder, whose interest is
liquidated (either upon the withdrawal of the Interest Holder or the liquidation
of the Company) against the amount otherwise distributable to the Interest
Holder.

      8.11 Rights of Non-Guarantor Members. Notwithstanding any provision of
this Article VIII to the contrary, in the event that any Member makes any
payment of principal or interest on any debt incurred pursuant to Section 3.4
upon the failure of the Company to make such payment, such Member shall have the
same rights as a Paying Guarantor under Section 8.9(a) above.

                                   ARTICLE IX
                  PROFIT, LOSS, ALLOCATIONS, AND DISTRIBUTIONS

      9.1 Added Definitions.

      "Adjusted Capital Account Deficit" shall mean, with respect to any
Interest Holder, the deficit balance, if any, in the Interest Holder's Capital
Account as of the end of the applicable taxable year, after giving effect to the
following adjustments:

      (i) the deficit shall be decreased by the amounts which the Interest
Holder is obligated to restore under this Agreement or is deemed obligated to
restore under Treasury Regulations Section 1.704-2(g)(1) and (i)(5); and

      (ii) the deficit shall be increased by the items described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(c) and (d)(4), (5), and (6).


                                       22
<PAGE>

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

      "Interest Holder Minimum Gain" shall have the meaning set forth in
Treasury Regulations Section 1.704-2(b)(2) and 2(d).

      "Interest Holder Nonrecourse Deduction" shall have the meaning set forth
in Treasury Regulations Section 1.704-2(i)(1) and 2(i)(2).

      "Interest Holder Nonrecourse Liability" shall have the meaning set forth
in Treasury Regulations Section 1.704-2(b)(4).

      "Minimum Gain" shall have the meaning set forth in Treasury Regulations
Section 1.704-2(b)(2) and 1.704-2(d).

      "Net Capital Proceeds" shall mean the net cash proceeds received by the
Company from a Capital Transaction, less any portion thereof used to establish
Reserves for Company expenses, obligations, and contingencies as determined by
the Managers. Net Capital Proceeds shall include all principal and interest
payments on any debt obligation received by the Company in any Capital
Transaction.

      "Nonrecourse Deductions" shall have the meaning set forth in Treasury
Regulations Section 1.704-2(b)(1).

      "Nonrecourse Liability" shall have the meaning set forth in Treasury
Regulations Section 1.704-2(b)(3).

      9.2 Distribution of Cash Flow. Cash Flow, after any necessary set aside to
maintain minimum working capital of the Company in an amount not less than
$225,000, shall be distributed to the Interest Holders in accordance with their
Percentage Interests within thirty (30) days after the end of each calendar
quarter.

      9.3 Distribution of Capital Proceeds. Net Capital Proceeds shall be
distributed and applied by the Company in the following order and priority:

            (a) to the payment of debts and liabilities of the Company then due
      and outstanding (including all debts due to any Interest Holder); then

            (b) to the payment of Guarantor Claims, plus the unpaid payments due
      thereon pursuant to paragraph (c)(ii) of Section 8.9 (subject to any
      requirements which may be imposed by the holders of the Company's
      institutional debt, if any); then

            (c) the balance, to the Interest Holders in accordance with their
      Percentage Interests.


                                       23
<PAGE>

      9.4 Allocation of Profits and Losses.

            (a) Profits. After giving effect to the special allocations set
      forth in Section 9.5, Profits shall be allocated to the Interest Holders
      in accordance with their Percentage Interests.

            (b) Losses. After giving effect to the special allocations set forth
      in Section 9.5, Losses shall be allocated to the Interest Holders in
      accordance with their Percentage Interests; provided, however, that no
      Interest Holder shall be allocated a Loss that creates or increases an
      Adjusted Capital Account Deficit for such Interest Holder.

      9.5 Regulatory Tax Allocations.

            (a) Minimum Gain Chargeback. Except as set forth in Treasury
      Regulations Section 1.704-2(f), if, during any taxable year, there is a
      net decrease in Minimum Gain, each Interest Holder, prior to any other
      allocation under this Section 9.5, shall be specially allocated items of
      gross income and gain for such taxable year (and, if necessary, subsequent
      taxable years) in an amount equal to that Interest Holder's share of the
      net decrease of Minimum Gain, computed in accordance with Treasury
      Regulations Section 1.704-2(g). Allocations of gross income and gain under
      this Section 9.5(a) shall be made first from gain recognized from the
      disposition of Company assets subject to Nonrecourse Liabilities, to the
      extent of the Minimum Gain attributable to those assets, and thereafter,
      from a pro-rata portion of the Company's other items of income and gain
      for the taxable year. It is the intent of the parties that any allocation
      under this Section 9.5(a) shall constitute a "minimum gain chargeback"
      under Treasury Regulations Section 1.704-2(f), and this provision shall be
      interpreted consistently therewith.

            (b) Interest Holder Minimum Gain Chargeback. Except as otherwise
      provided in Treasury Regulations Section 1.704-2(i)(4), if, during any
      taxable year, there is a net decrease in Interest Holder Minimum Gain
      attributable to an Interest Holder Nonrecourse Liability during any
      taxable year, each Interest Holder who has a share of the Interest Holder
      Minimum Gain attributable to such Interest Holder Nonrecourse Liability
      shall be specially allocated items of gross income and gain for such
      taxable year (and, if necessary, subsequent taxable years) in an amount
      equal to that Interest Holder's share of the net decrease in the Interest
      Holder Minimum Gain. This allocation shall be made after the allocation
      under Section 9.5(a) and prior to any other allocation under this Section
      9.5. Allocations of gross income and gain under this Section 9.5(b) shall
      be made first from gain recognized from the disposition of Company assets
      subject to Interest Holder Nonrecourse Liabilities, to the extent of
      Interest Holder Minimum Gain attributable to those assets, and thereafter,
      from a pro-rata portion of the Company's other items of income and gain
      for the taxable year. It is the intent of the parties that any allocation
      under this Section 9.5(b) shall constitute a "minimum gain chargeback"
      under Treasury Regulations Section 1.704-2(i), and this provision shall be
      interpreted consistently therewith.

            (c) Qualified Income Offset. If any Interest Holder unexpectedly
      receives any adjustments, allocation, or distributions described in
      Treasury Regulations Section 1.704-



                                       24
<PAGE>

      1(b)(2)(ii)(d)(4), (5) or (6), items of gross income and gain shall be
      specially allocated to each such Interest Holder in an amount and manner
      sufficient to eliminate, to the extent required by the Treasury
      Regulations, the Adjusted Capital Account Deficit of such Interest Holder
      as quickly as possible. An allocation under this Section 9.5(c) shall be
      made only if and to the extent that such Interest Holder would have an
      Adjusted Capital Account Deficit after all other allocations provided for
      under this Section 9.5 have been tentatively made as if this Section
      9.5(c) were not in this Agreement.

            (d) Nonrecourse Deductions. Nonrecourse Deductions for a taxable
      year or other period shall be specially allocated among the Interest
      Holders in accordance with their Percentage Interests.

            (e) Interest Holder Nonrecourse Deductions. Any Interest Holder
      Nonrecourse Deduction for any taxable year or other period shall be
      specially allocated to the Interest Holder who bears the risk of loss with
      respect to the Interest Holder Nonrecourse Liability to which the Interest
      Holder Nonrecourse Deduction is attributable, as determined in accordance
      with Treasury Regulations Sections 1.704-2(b) and 1.704-2(i)(1).

            (f) Code Section 754 Adjustment. To the extent an adjustment to the
      tax basis of any Company asset under Code Section 734(b) or Code Section
      743(b) is required, under Treasury Regulations Section
      1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
      Accounts, the amount of the adjustment to the Capital Accounts shall be
      treated as an item of gain (if the adjustment increases the basis of the
      asset) or loss (if the adjustment decreases basis), and the gain or loss
      shall be specially allocated to the Interest Holders in a manner
      consistent with the manner in which their Capital Accounts are required to
      be adjusted under that Section of the Treasury Regulations.

            (g) Contributed Property and Book-Ups. In accordance with Code
      Section 704(c) and the Treasury Regulations thereunder, as well as
      Treasury Regulations Section 1.704-1(b)(2)(iv)(d)(3), income, gain, loss,
      and deduction with respect to any property contributed (or deemed
      contributed) to the Company shall, solely for tax purposes, be allocated
      among the Interest Holders so as to take account of any variation between
      the adjusted basis of the property to the Company for federal income tax
      purposes and its fair market value at the date of contribution (or deemed
      contribution). If the adjusted book value of any Company asset is adjusted
      as provided herein, subsequent allocations of income, gain, loss, and
      deduction with respect to the asset shall take account of any variation
      between the adjusted basis of the asset for federal income tax purposes
      and its adjusted book value in the manner required under Code Section
      704(c) and the Treasury Regulations thereunder. Allocations under this
      Section 9.5(g) are solely for the purpose of federal, state, and local
      taxes, and shall not be taken into account in determining any Interest
      Holder's Capital Account and allocable share of Profits and Losses.

            (h) Withholding. All amounts required to be withheld under Code
      Section 1446 or any other provision of federal, state, or local law shall
      be treated as amounts actually distributed to the affected Interest
      Holders for all purposes under this Agreement.


                                       25
<PAGE>

      9.6 Liquidation and Distribution.

            (a) If the Company is liquidated, the assets of the Company shall be
      distributed in accordance with Section 13.2.

            (b) No Interest Holder shall be obligated to restore a Negative
      Capital Account.

      9.7 General.

            (a) Except as otherwise provided in this Agreement, the timing and
      amount of all distributions shall be determined by the Members.

            (b) If any assets are distributed in kind to the Interest Holders,
      those assets shall be valued at their fair market value, and any Interest
      holder entitled to any interest in those assets shall receive that
      interest as a tenant-in-common with all other Interest Holders so
      entitled. Unless the Members otherwise agree, the fair market value of the
      assets shall be determined by an independent appraiser who shall be
      selected by the Members. The Profit or Loss for each unsold asset shall be
      determined as if the asset had been sold at its fair market value, and the
      Profit or Loss shall be allocated as provided in Section 9.4 and shall be
      properly credited or charged to the Capital Accounts of the Interest
      Holders prior to the distribution of the assets.

            (c) All Profits and Losses shall be allocated, and all distributions
      shall be made to the Persons shown on the records of the Company to have
      been Interest Holders as of the last day of the taxable year for which the
      allocation or distribution is to be made. Notwithstanding the foregoing,
      unless the Company's taxable year is otherwise separated into two or more
      short years, if there is a Transfer or an Involuntary Withdrawal during
      the taxable year, the Profits and Losses shall be allocated between the
      original Interest Holder and the successor on the basis of the number of
      days each was an Interest Holder during the taxable year.

            (d) The Managers are hereby authorized, upon the advice of the
      Company's tax counsel, and with the concurrence of Members holding a
      Deciding Interest, to amend this Article IX to comply with applicable
      provisions of the Code and the Treasury Regulations promulgated under such
      applicable Code provisions, including but not limited to Code Section
      704(b); provided, however, that no amendment shall materially affect
      distributions to an Interest Holder without the Interest Holder's prior
      written consent.

                                    ARTICLE X
                      TRANSFER OF INTERESTS AND WITHDRAWAL

      10.1 General.

      (a) No Member shall transfer any Membership Rights to any Person who is
not an accredited investor as defined in Section 16.15. Each Member who
transfers Membership Rights


                                       26
<PAGE>

shall obtain from the transferee a written confirmation with respect to the
representations and warranties as set forth in Section 16.15.

      (b) If at any time AFP or Prime proposes to sell, dispose of or otherwise
transfer, directly or indirectly, in one transaction or a series of related
transactions, any Membership Rights in the Company to any Person other than to
an Affiliate of such Member and upon such transfer the percentage of the
combined Membership Rights held by AFP and Prime is reduced from 50% or greater
to less than 50% of the total Membership Rights of all Members, then such
transferring Member or Members, if both Prime and AFP are transferring, shall
refrain from effecting such transaction unless, prior to the consummation
thereof, (a) the other Members shall have been afforded the opportunity to join
in such transaction on the same price and the same terms and conditions as given
to such transferring Member or Members, and (b) the other Members shall have
been given notice of the proposed transfer and the non-exclusive opportunity to
negotiate with such transferring Member or Members to purchase or otherwise
acquire the interest that such transferring Member or Members propose to sell,
dispose of or otherwise transfer. It is the intention of the parties that this
paragraph shall not be applicable if at the time of such proposed transfer the
percentage of the combined Membership Rights of AFP and Prime and any of their
Affiliates is less than 50%of the total Membership Rights of all Members.

      (c) No Member shall pledge, encumber or otherwise assign as collateral
security any of its Membership Rights in the Company without the prior written
consent of each other Member, provided that the foregoing shall not apply to any
pledge, encumbrance or other assignment to an Affiliate of such pledging Member
in which such pledging Member holds an equity interest of greater than 50%.

      (d) Other than for the limitation set forth in this Section 10.1,
Membership Rights shall be freely transferable.

      (e) Each Member hereby acknowledges the reasonableness of the prohibition
contained in this Section 10.1 in view of the purposes of the Company and the
relationship of the Members. The Transfer of any Membership Rights in violation
of the prohibition contained in this Section shall be deemed invalid, null and
void, and of no force or effect. Any Person to whom Membership Rights are
attempted to be transferred in violation of this Agreement shall not be entitled
to vote on matters coming before the Members, participate in the management of
the Company, receive distributions from the Company, or have any other rights in
or with respect to the Membership Rights.

      10.2 Involuntary Withdrawal.

      (a) Immediately upon the occurrence of an event of Involuntary Withdrawal,
the successor of the withdrawn Member shall thereupon become an Interest Holder
but shall not become a Member, nor succeed to any Membership Rights other than
those rights pertaining to the owner of an Interest. In addition, the withdrawn
Member shall be deemed as of the date of the occurrence of the event, to have
made an offer to sell, and to have granted a Purchase Option for, his entire
Interest in the Company to the Company and the other Members (the "Non-Withdrawn
Members"), as follows:


                                       27
<PAGE>

                  (i) The Company shall have the first option (the "Purchase
                  Option") to purchase such Interest for a price (the "Purchase
                  Price") equal to the amount the transferor would receive if
                  the Company were liquidated and an amount equal to the lesser
                  of (A) the fair market value of the equity in the Company, as
                  determined by an appraiser selected by the Company or the
                  Member(s) exercising the Purchase Option, and (B) the Book
                  Value (as hereinafter determined) were available for
                  distribution to the Members.

                  (ii) The Purchase Option shall be and remain irrevocable for a
                  period (the "Option Period") ending at 11:59 P.M., local time
                  at the Company's principal office on the thirtieth (30th) day
                  following the date the Non-Withdrawn Members receive notice of
                  the occurrence of an event of Involuntary Withdrawal.

                  (iii) At any time during the Option Period, the Company may
                  elect to exercise the Purchase Option by giving written notice
                  of its election to the withdrawn Member. The withdrawn Member
                  shall not be deemed a Member for the purpose of voting on
                  whether the Company shall elect to exercise the Purchase
                  Option. If the Company elects to exercise the Purchase Option,
                  the Company's notice of its election shall fix a closing date
                  (the "Transfer Closing Date") for the purchase, which shall
                  not be earlier than five (5) days after the date of the notice
                  of election or more than thirty (30) days after the expiration
                  of the Option Period. If the Company determines not to
                  exercise the Purchase Option, the Company shall give notice of
                  its determination to each Member before the expiration of the
                  Option Period.

                  (iv) If the Company fails to exercise the Purchase Option,
                  then the Non-Withdrawn Members shall have the right to
                  exercise the Purchase Option for the Purchase Price and the
                  Option Period shall be automatically extended to 11:59 P.M.,
                  local time at the Company's principal office on the later of
                  the forty-fifth (45th) day following the date the
                  Non-Withdrawn Members receive notice of the occurrence of an
                  event of Involuntary Withdrawal and the thirtieth (30th) day
                  following receipt of the Company's notice of its determination
                  not to exercise the Purchase Option..

                  (v) At any time during the Option Period as so extended, each
                  Non-Withdrawn Member may elect to exercise the Purchase Option
                  in the proportion in which the Percentage Interest then held
                  by such Non-Withdrawn Member bears to all of the Percentage
                  Interests in the Company excluding the Percentage Interest of
                  the withdrawn Member, by giving written notice of the election
                  to the withdrawn Member and to the Company. If the
                  Non-Withdrawn Member elects to exercise the Purchase Option,
                  the Non-Withdrawn Member's notice of its election shall fix
                  the Transfer Closing Date, which shall not be earlier than
                  five (5) days after the date of the notice of election or more
                  than thirty (30) days after the expiration of the Option
                  Period.

                  (vi) If the Company or any Non-Withdrawn Member(s) exercises
                  the Purchase Option, the Company or such Non-Withdrawn
                  Member(s), as the case may be,


                                       28
<PAGE>

                  shall pay to the withdrawn Member on the Transfer Closing Date
                  cash or other immediately available funds in the amount of the
                  Purchase Price.

                  (vii) In the event the Company purchases the withdrawn
                  Member's Interest, then the Non-Withdrawn Members shall be
                  deemed to have acquired 100% of the Membership Rights acquired
                  by the Company.

                  (viii) In the event the withdrawn Member fails to timely
                  execute and deliver the assignment or other documentation
                  reasonably required to transfer its Interest to the Company or
                  the Non-Withdrawn Member(s) on the Transfer Closing Date for
                  any reason, then the Company or the Non-Withdrawn Members, as
                  the case may be, shall at all times on and after such date
                  have the right and power to take all steps and execute all
                  assignments and other documents necessary to transfer such
                  Interest without the signature of the withdrawn Member being
                  required on any such assignment or document in connection
                  therewith, and the withdrawn Member hereby grants the Company
                  and the Non-Withdrawn Member(s) an irrevocable power attorney,
                  coupled with an interest, to take such steps or execute such
                  assignments or other documents on its behalf if such withdrawn
                  Member fails to timely do so.

           (b) Book Value. The term "Book Value" for purposes of Subsection
10.2(a) shall mean the book value, computed in accordance with generally
accepted accounting principles, of the equity in the Company as of the end of
the last full calendar month immediately preceding the month in which the event
giving rise to the payment for the Interest occurred. Notwithstanding anything
contained in this Agreement to the contrary, the computation of Book Value shall
be subject to the following provisions:

                  (i) No additional allowance of any kind shall be made for the
                  goodwill, trade names, or any other intangible asset or assets
                  (the "Intangible Assets") of the Company other than the
                  aggregate dollar amount for any of those Intangible Assets
                  appearing on the most recent balance sheet of the Company
                  prior to the date on which Book Value is to be determined.

                  (ii) Reserves for contingent liabilities shall not be treated
                  as a liability for purposes of determining Book Value.

                  (iii) No adjustment shall be made to Book Value as a result of
                  any event occurring subsequent to the date as of which Book
                  Value is to be determined.

      Book Value shall be determined by the accountants regularly employed by
the Company. The determination of the accountants shall, for the purposes of
this Agreement, be binding and conclusive upon all parties.

      10.3 Voluntary Withdrawal. No Member shall have the right or power to
voluntarily withdraw from the Company.

      10.4 Indemnification by Transferor. An Interest Holder shall indemnify the
Company and the remaining Members against any and all loss, damage, or expense
(including, without


                                       29
<PAGE>

limitation, tax liabilities or loss of tax benefits) arising directly or
indirectly from any Transfer or purported Transfer in violation of this Article
X.

      10.5 Disposition of Other Membership Rights On Transfer of Interest. Upon
and contemporaneously with any transfer of an Interest of a transferor who is a
Member which does not at the same time transfer the other rights associated with
the Interest transferred by the transferor (including, without limitation, the
rights of the transferor to participate in the management of the business and
affairs of the Company), the Company shall purchase from the transferor, and the
transferor shall sell to the Company for a purchase price of $100, all remaining
rights and interests retained by the transferor that immediately before the sale
or gift were part of the transferor's Membership Rights and associated with the
transferred Interest.

                                   ARTICLE XI
                               ADDITIONAL MEMBERS

         11.1 Admission to Membership. New Members shall be admitted only upon
the transfer of the interest of an existing Member in whole or in part.

         11.2 Financial Adjustments. New Members shall be entitled to allocation
of losses, income, or expense deductions incurred by the Company as agreed to
between the new Member and the transferring Member. The Managers may, at their
option, at the time a Member is admitted, close the Company books (as though the
Company's tax year had ended) or make pro rata allocations of loss, income, and
expense deductions to a new Member for that portion of the Company's tax year in
which a Member was admitted in accordance with the provisions of Code Section
706(d) and the Treasury Regulations promulgated thereunder.

                                   ARTICLE XII
                  BOOKS, RECORDS, ACCOUNTING AND TAX ELECTIONS

         12.1 Bank Accounts. All funds of the Company shall be held in a bank
account or accounts, or other appropriate investment account or accounts, opened
in the Company's name. The Managers shall determine the institution or
institutions at which the accounts will be opened and maintained, the types of
accounts, and the Persons who will have authority with respect to the accounts
and the funds therein.

         12.2 Books and Records.

                  (a) At the expense of the Company, the Managers shall keep and
         maintain records and accounts of all operations and expenditures of the
         Company, which shall include, but not be limited to, the following
         records: (i) complete and accurate information regarding the state of
         the business and financial condition of the Company; (ii) a current
         list of the full name and last known business, residence, or mailing
         address of each Member, Interest Holder, and Manager both past and
         present, and the date on which each became a Member, Interest Holder or
         Manager; (iii) a copy of the certificate of formation and operating
         agreement of the Company, all amendments thereto, and all executed
         copies of any powers of attorney pursuant to which the operating
         agreement, any certificate, and all amendments thereto have been
         executed; (iv) copies of all of the Company's federal, state, and local
         income tax returns and reports, and copies of all


                                       30
<PAGE>

         financial statements of the Company, for the four most recent years;
         (v) true and full information regarding the amount of cash and a
         description and statement of the agreed value of any other property or
         services contributed by each Member and which each Member has agreed to
         contribute in the future; (vi) minutes of every annual meeting, special
         meeting and court-ordered meeting; and (vii) all written consents
         obtained from Members for actions taken by Members without a meeting.

                  (b) The books and records shall be maintained in accordance
         with sound accounting practices and shall be available at the Company's
         principal office for examination by any Member or the Member's duly
         authorized representative at any and all reasonable times during normal
         business hours.

                  (c) Any request for information shall be in writing, and shall
         state the purpose therefor. Each Member shall reimburse the Company for
         all reasonable costs and expenses incurred by the Company in connection
         with the Member's inspection and copying of the Company's books and
         records.

         12.3 Accounting Period. The Company's accounting period shall be the
calendar year.

         12.4 Tax Returns and Elections.

                  (a) The Managers shall cause the preparation and timely filing
         of all tax returns required to be filed by the Company pursuant to the
         Code and all other tax returns deemed necessary and required in each
         jurisdiction in which the Company does business. Copies of those
         returns, or pertinent information from the returns, shall be furnished
         to the Members within a reasonable time after the end of the Company's
         Fiscal Year.

                  (b) For Delaware tax purposes, each Member and Interest Holder
         which is a nonresident of Delaware shall execute and deliver to the
         Managers such form or forms (the "Nonresident Tax Forms") as may be
         required by the taxing authorities of the state of Delaware no later
         than sixty (60) days after the later of becoming a Member or Interest
         Holder, as the case may be. The Managers shall timely file said
         Nonresident Tax Forms for each nonresident Member and Interest Holder
         with the appropriate taxing authorities of the State of Delaware,
         together with the Company's annual Delaware return.

                  (c) The Members having a Deciding Interest shall have the
         authority to make all elections permitted under the Code, including,
         without limitation, elections or methods of depreciation and elections
         under Code Section 754.

                  (d) The Company shall take all appropriate steps to be (i)
         ignored for federal and state income tax purposes or (ii) if
         appropriate, treated as a partnership for tax purposes.

         12.5 Reports. Within seventy-five (75) days after the end of each
taxable year of the Company, the Managers shall cause to be sent to each Person
who was a Member at any time during the accounting year then ended a balance
sheet and a profit and loss statement certified by a Manager or an officer of
Prime Hospitality Corp. In addition, within seventy-five (75) days after the end
of each taxable year of the Company, the Managers shall cause to be sent to each


                                       31
<PAGE>

Person who was an Interest Holder at any time during the taxable year then
ended, that tax information concerning the Company which is necessary for
preparing the Interest Holder's income tax returns for that year. At the request
of any Member, and at the Member's expense, the Managers shall cause an audit of
the Company's books and records to be prepared by independent accountants for
the period requested by the Member.

         12.6 Tax Matters Member. Prime shall be the tax matters member ("TMM"),
as defined in Section [6231 (a)(7)] of the Code, with respect to operations
conducted by the Company during the period that Prime is a Member. The TMM shall
comply with the requirements of Section [6221 through 6232] of the Code. The TMM
shall retain a qualified accounting firm (the "Accountants") to prepare tax
returns, annual reviewed financial statements for the Company, and any other
financial statements or data requested by the Members. Notwithstanding anything
to the contrary in this Section 12.6, the TMM, in its capacity as such, shall
take no position with respect to the Company absent the prior consent of the
Members holding a Deciding Interest.

                                  ARTICLE XIII
                   DISSOLUTION AND TERMINATION OF THE COMPANY

         13.1 Dissolution.

                  (a) The Company shall be dissolved upon the earliest
         occurrence of any of the following events (each, a "Dissolution
         Event"):

                           (i) when the period fixed for the duration of the
                  Company shall expire pursuant to Section 2.5 hereof;

                           (ii) by the written agreement of the Members holding
                  a Deciding Interest;

                           (iii) upon the occurrence of an Involuntary
                  Withdrawal, unless the remaining Members, within ninety (90)
                  days after the occurrence of the Involuntary Withdrawal, by
                  the affirmative vote of Members holding a Deciding Interest
                  (determined without regard to the Percentage Interest of the
                  withdrawn Member), elect to continue the business of the
                  Company pursuant to the terms of this Agreement; or

                           (iv) should an event occur upon the occurrence of
                  which the Members have agreed in this Agreement to dissolve
                  the Company.

                  (b) Upon the occurrence of a Dissolution Event, the Company
         shall cease to carry on its business, except insofar as may be
         necessary for the winding up of its business, but its separate
         existence shall continue until a Certificate of Cancellation has been
         filed with the Secretary of State or until a decree dissolving the
         Company has been entered by a court of competent jurisdiction.


                                       32
<PAGE>


      13.2 Winding Up, Liquidations, and Distribution of Assets. Upon
dissolution, an accounting shall be made by the Company's independent
accountants of the accounts of the Company and of the Company's assets,
liabilities, and operations, from the date of the last previous accounting until
the date of dissolution. The Managers shall immediately proceed to wind up the
affairs of the Company. If the Company is dissolved and its affairs are to be
wound up, the Managers shall:

            (a) sell or otherwise liquidate all of the Company's assets as
      promptly as practicable (except to the extent the Members may determine to
      distribute any assets to the Interest Holders in kind), which sale may be
      to one of the Members pursuant to the buy-out procedures of Article XIV;

            (b) allocate Profit and Loss resulting from such sales or
      liquidations to the Interest Holders' Capital Accounts in accordance with
      this Agreement;

            (c) if any assets of the Company are to be distributed in kind, take
      those actions with respect to appraisal and allocation of Profit and Loss
      required under Section 9.7(b) of this Agreement; and

            (d) distribute the assets of the Company in the following order:

                  (i) first, to creditors, including Members, Interest Holders
            and Managers who are creditors, in satisfaction of liabilities of
            the Company, other than liabilities for which reasonable provision
            has been made, and liabilities to Interest Holders and former
            Members described in clauses (ii) and (iii) below;

                  (ii) second, to holders of Guarantor Claims, the amount of
            their Guarantor Claim plus the unpaid payments due thereon under
            paragraph (c)(ii) of Section 8.9;

                  (iii) third, to Interest Holders and former Members who have
            resigned, unpaid distributions to which they became entitled prior
            to dissolution or resignation, as applicable;

                  (iv) fourth, to Interest Holders in proportion to their
            remaining Capital Account balances after taking into account all
            contributions, distributions and allocations for all periods.

      13.3 Certificate of Cancellation. When all debts, liabilities, and
obligations have been paid and discharged or adequate provisions have been made
therefor and all of the remaining property and assets have been distributed to
the Members, a Certificate of Cancellation shall be executed in duplicate and
verified by the person signing the Certificate, which Certificate shall set
forth the information required by the Delaware Act. Duplicate originals of the
Certificate of Cancellation shall be delivered to the Delaware Secretary of
State.

      13.4 Termination of Existence. Upon the filing of the Certificate of
Cancellation, the existence of the Company shall cease, except for the purpose
of suits, other proceedings, and appropriate action as provided in the Delaware
Act. The Managers shall have authority to


                                       33
<PAGE>

distribute any Company property discovered after dissolution, convey real
estate, and take such other action as may be necessary on behalf of and in the
name of the Company.

      13.5 Return of Contribution Nonrecourse to Other Members. Except as
provided by law or as expressly provided in this Agreement, upon dissolution,
each Member shall look solely to the assets of the Company for the return of his
Capital Contribution. If the Company property remaining after the payment or
discharge of the debts and liabilities of the Company is insufficient to return
the cash contribution of one or more Members, the Members shall have no recourse
against any other Members.

                                   ARTICLE XIV
                                    DEADLOCKS

      14.1 Deadlocks

      (a) Dispute. If at any time, a unanimous consent of Members or the consent
of Members holding a Deciding Interest cannot be reached or an approval of Prime
or AFP cannot be obtained on any matter requiring such a consent or approval (a
"Dispute") any Member (the "Offeror Member") shall have the right any time
exercisable by written notice (the "Offeror Notice") to all Members voting
against the Offeror Member in connection with the Dispute to (the "Offeree
Member or Members") to offer to buy (the "Offer") such other Members' interest
in the Company at a purchase price and upon other terms specified in the Offer.
Any Member who is not within the definition of "Offeree Member" shall have no
rights or obligations under this Section 14.1.

      (b) Offeree Member Election. The Offeree Members must elect by sending
written notice (the "Notice of Election") to the Offeror Member thirty days
after receipt of the Offer, either:

              (i) to Sell their interest in the Company at the purchase price
      and on other terms specified in the Offer, or

              (ii) to offer to purchase the Offers' interest in the Company at a
      purchase price equal to the price and on other terms specified in the
      Offer.

            (c) Conflict among Offeree Members. In the event that some Offeree
Members chose to buy and other Offeree Members chose to sell, the Offeree
Members choosing to buy shall purchase the interests of the Offeror Member and
the Offeree Members choosing to sell. The interests purchased and the purchase
price shall be allocated so as to maintain the existing proportionality in
ownership.

            (d) Conflict among Offeror Members. In the event that two offers are
made, the first in time shall control. In the event that any of the Offeree
Members fails to deliver its Notice of Election in accordance with the terms of
Subsection 14.1within such thirty day period, the Offeree Member shall be deemed
to have elected clause (i).

            (e) Purchase by Offeror Member. Upon the election referred to in
subsection (b) above, the Member or Members who are purchasing (the "Purchasing
Members"), within three (3) business days following delivery of the Notice of
Election, shall pay into escrow a


                                       34
<PAGE>

deposit (the "Offeror Deposit") equaling five percent (5%) of the Offer purchase
price, and on or before the date (the "Outside Closing Date") which is the
earlier to occur of 60 days after the execution of a formal purchase and sale
agreement (the "Sale Contract") or 90 days after receipt of the Notice of
Election, the Purchasing Members, the Members selling their interest (the
"Selling Members") and the other Members shall execute such Members' consents
and such documents and instruments reasonably required by the Purchasing Members
to sell and transfer their interests to the Purchasing Members at the purchase
price and other terms specified in the Offer and the Sale Contract. The Sale
Contract shall contain such terms as are consistent with the terms of this
Section 14.1 and as are otherwise reasonably acceptable to the Purchasing
Members and the Selling Members. The closing of such sale (the "Sale Closing")
shall take place as soon as practicable but in any event on or before the
Outside Closing Date. At the Sale Closing, the Selling Members shall sell and
transfer their interests free and clear of encumbrances,. In the event that the
Purchasing Members default in their obligation to close in accordance with the
terms of this Section 14.1 on or before the Outside Closing Date, the Purchasing
Members' right to purchase the Selling Members' interest pursuant to the Offer
shall terminate and the Offeror Deposit shall be paid to the Selling Members as
liquidated damages. Upon such default the Selling Members shall have the right,
exercisable within 30 days following the Outside Closing Date, to elect to
purchase the Purchasing Members' interest at a purchase price equal to that set
forth in the Offer. In the event that the Selling Members so elect to purchase
the Purchasing Members interest in the Company, the closing thereof will be
conducted in accordance with the terms of this Section 14.1

                                   ARTICLE XV
                                     DEFAULT

      15.1 Rights After Default. After the date hereof, if any Member fails to
perform any of its obligations hereunder or breaches or defaults under any of
the terms, conditions or covenants of this Agreement including those specified
in Section 8.1 or 8.2 or paragraph 8.9(b)(i) or breaches or defaults under any
of the terms, conditions or covenants of any other agreement between the Company
and such Member (a "Default"), then the other Members that are parties to this
Agreement (the "Nondefaulting Members"), shall have the right to give such party
(the "Defaulting Members") a Notice of Default (a "Notice of Default"). The
Notice of Default shall set forth the nature of the obligation which the
Defaulting Members have not performed.

            (a) If a Default is not a failure to pay money and if, within the
      thirty (30) day period following receipt of the Notice of Default, the
      Defaulting Members in good faith commences to perform such obligation and
      either cures the Default or thereafter prosecutes to completion with
      diligence and continuity the curing thereof and cures the Default within a
      reasonable time, it shall be deemed that the Notice of Default was not
      given and the Defaulting Members shall lose no rights hereunder. If,
      within such thirty (30) day period, the Defaulting Member does not
      commence in good faith the curing of the Default or does not thereafter
      prosecute the completion with diligence and continuity the curing hereof,
      then the Nondefaulting Members shall have the rights set forth in
      Subsection 15.1(c).

            (b) If a Default is a failure to pay money including a default
      described in Sections 8.1 or 8.2 or paragraph 8.9(b)(i), and if such sums
      of money shall be paid by or


                                       35
<PAGE>

      on behalf of the Defaulting Members within fifteen (15) days after receipt
      of the Notice of Default with respect thereto, then it shall be deemed
      that such Notice of Default was not given and the Defaulting Members shall
      lose no rights hereunder. If such sums are not so paid within such fifteen
      (15) day period, then the NonDefaulting Members shall have the rights set
      forth in Subsection 15.1 (c).

            (c) If any Default which materially affects the operation of the
      Company or any Default which is a failure to pay money is not cured as set
      forth in Subsections 15.1 (a) or 15.1 (b), the Nondefaulting Members
      holding more than fifty (50%) percent of the total Percentage Interest
      held by all Nondefaulting Members shall have the right to terminate this
      Agreement unilaterally by giving the Defaulting Members written notice
      thereof, whereupon such Default will be treated as an Involuntary
      Withdrawal of the Defaulting Members under Subsection 10.2.

      15.2 No Waiver. Failure of the Nondefaulting Members to give any Notice of
Default, or any failure by the Nondefaulting Members to insist upon strict
performance of any of the terms of this Agreement or of any other agreement
between the Company and the Defaulting Members, shall not constitute a waiver of
any such breach or any of the terms of this Agreement or such other Agreement.
No breach shall be waived nor shall any duty be performed, or altered or
modified except by written instrument. One or more waivers or failures to give
Notice of Default shall not be construed as a waiver of a subsequent or
continuing breach of the same covenant.

      15.3 Estoppel Certificate. Any Member shall at any time and from time to
time upon not less than twenty (20) days prior written notice from any other
Members, acknowledge and send to the other Members a statement in writing
certifying that this Agreement is unmodified and in full force and effect (or if
there have been modifications, that the Agreement is in full force and effect as
modified and stating the modifications) and stating whether or not as to all
Members there exists any default in keeping, observing or performing any of the
terms contained in this Agreement or in any agreement between a Member and the
Company and, if a default shall exist, specifying each such default (limited, as
regards the other Members' defaults, to those defaults of which the certifying
Member has knowledge).

      15.4 Negation of Right to Dissolve by Will of Member. Except as otherwise
specifically set forth in this Agreement, no Member shall have the right to
terminate this Agreement or dissolve the Company by its express will or by
withdrawal without the consent of the Members holding a Deciding Interest.

      15.5 Not Exclusive Remedy. The rights granted in Section 15.1 shall not be
deemed an exclusive remedy of the Nondefaultings Member and the Company, but all
other rights and remedies, legal and equitable, shall be available to the
Nondefaulting Members and to the Company.


                                       36
<PAGE>

                                  ARTICLE XVI
                            MISCELLANEOUS PROVISIONS

      16.1 Notices. Any notice, demand, or communication required or permitted
to be given by any provision of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if delivered personally to the
party or to an executive officer of the party to whom the same is directed or,
if sent by registered or certified mail, postage and charges prepaid, addressed
to the Member's and/or Company's address, as appropriate, which is set forth
below or to such other address as may have been communicated, from time to time,
to the Members or to the Company in a notice that complies with the provision of
this Section. Except as otherwise provided in this Agreement, any such notice
shall be deemed to be given three (3) business days after the date on which the
same was held in a regularly maintained receptacle for the deposit of United
States mail, addressed and sent as aforesaid:

         To Prime:         Prime-Meadowlands, L.L.C.
                           c/o Prime Hospitality Corp.
                           700 Route 46 East
                           Fairfield, New Jersey 07004

With a copy to:            Prime Hospitality Corp.
                           700 Route 46 East
                           Fairfield, New Jersey 07004

To AFP:                    AFP EIGHTEEN CORP.
                           c/o United Capital Corp.
                           United Capital Building
                           9 Park Place
                           Great Neck, New York 11021

With a copy to:            Samuel Ross, Esq.
                           c/o Olshan Grundman
                           505 Park Avenue
                           New York, New York 10022

         16.2 Waiver of Action for Partition. Each Member and Interest Holder
irrevocably waives during the term of the Company any right that it may have to
maintain any action for partition with respect to the property of the Company.

         16.3 Amendments. This Agreement may not be amended except by the
unanimous written agreement of all of the Members.

         16.4 Execution of Additional Instruments; Estoppel Certificate. Each
Member hereby agrees to execute such other and further statements of interest
and holdings, designations, powers of attorney, and other instruments necessary
to comply with any laws, rules, or regulations. Each Member shall, within ten
(10) days after written request by any Member or the Managers, deliver to the
requesting Person a certificate stating, to the Member's knowledge, that: (a)
this Agreement is in full force and effect; (b) this Agreement has not been
modified except by an


                                       37
<PAGE>

instrument or instruments identified in the certificate; and (c) there is no
default hereunder by the requesting Person, or if there is such a default, the
nature and extent thereof.

         16.5 Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the Person
may in the context require.

         16.6 Section Headings. The section headings in this Agreement are for
convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent, or intent of this Agreement or any of its provisions.

         16.7 Waivers. The failure of any party to seek redress for violation of
or to insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent a subsequent act that would have originally
constituted a violation from having the effect of an original violation.

         16.8 Rights and Remedies Cumulative. The rights and remedies provided
by this Agreement are cumulative and the use of any one right or remedy by any
party shall not preclude or waive the right to use any or all other remedies.
Said rights and remedies are given in addition to any other rights the parties
may have by law, statute, ordinance, or otherwise.

         16.9 Severability. If any provision of this Agreement or its
application to any person or circumstance shall be invalid, illegal, or
unenforceable to any extent, the remainder of this Agreement and its application
shall not be affected and shall be enforceable to the fullest extent permitted
by law.

         16.10 Heirs, Successors, and Assigns. Each and all of the covenants,
terms, provisions, and agreements contained in this Agreement shall be binding
upon and inure to the benefit of the parties hereto and, to the extent permitted
by this Agreement, their respective heirs, legal representatives, successors,
and assigns.

         16.11 Creditors. None of the provisions of this Agreement shall be for
the benefit of or enforceable by any creditors of the Company.

         16.12 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.

         16.13 Application of Delaware Law. This Agreement shall be governed
exclusively by its terms and by the laws of the State of Delaware, and
specifically the Delaware Act.

         16.14 Jurisdiction and Venue. Any suit involving any dispute or matter
arising under this Agreement may only be brought in the United States District
Court for the District of Delaware or any Delaware State Court having
jurisdiction over the subject matter of the dispute or matter. All Members
hereby consent to the exercise of personal jurisdiction by any such court with
respect to any such proceeding.

         16.15 Investment Representations. Each Member hereby represents and
warrants to the Company and the other Members that such Member:


                                       38
<PAGE>

                  (a) is an "accredited investor" within the meaning of rule
501(a) of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act");

                  (b) understands that the Member's Interest has not been
registered under the Securities Act, nor qualified under any state securities
laws, and that they are being offered and sold pursuant to an exemption from
such registration and qualification based in part upon such Member's
representations contained herein;

                  (c) has such knowledge and experience in financial and
business matters that the Member is capable of evaluating the merits and risks
of the investment contemplated by this Agreement; and the Member is able to bear
the economic risk of this investment in the Company (including a complete loss
of this investment);

                  (d) recognizes that no public market exists for the Member's
Interest, and none will exist in the future; that it must bear the economic risk
of this investment indefinitely unless the Member's Interest is registered
pursuant to the Securities Act or an exemption from such registration is
available, and unless the disposition of such Member's Interest is qualified
under applicable state securities laws or an exemption from such qualification
is available, and that the Company has no obligation or present intention of so
registering the Member's Interest; understands that there is no assurance that
any exemption from the Securities Act will be available, or, if available, that
such exemption will allow the member to transfer any or all the Member's
Interest, in the amounts, or at the times the Member might propose; understands
at the present time that Rule 144 ("Rule 144') promulgated under the Securities
Act by the Securities and exchange Commission is not applicable to sales of the
Member's Interest because they are not registered under Section 12 of the
Securities Exchange Act of 1934 as amended (the "Exchange Act") and there is not
publicly available the information concerning the Company specified in rule 144;
acknowledges that the Company is not presently under any obligation to register
under Section 12 of the Exchange Act or to make publicly available the
information specified in Rule 144 and that it may never be required to do so;

                  (e) is acquiring the Member's Interest solely for its own
account for investment and not with a view toward the resale, transfer, or
distribution thereof, nor with any present intention of distributing the
Securities. Except as specifically provided herein, no other person has any
right with respect to, or interest in, the Member's Interest to be purchased by
the Member, nor has the Member agreed to give any person any such interest or
right in the future;

                  (f) except as specifically provided herein, has no contract,
undertaking, understanding, agreement or arrangement, formal or informal, with
any person to sell, transfer or pledge all or any portion of his, her or its
Member Interest, and has no current plans to enter into any such contract,
undertaking, understanding, agreement or arrangement;

                  (g) has not seen, received, been presented with, or been
solicited by any leaflet, public promotional meeting, article or any other form
of advertising or general solicitation as to the Company's sale to such Member
of his, her or its Member Interest; and

                  (h) is familiar with the business and operations of the
Company and has been afforded full and complete access to the books, financial
statements, records, contracts, been


                                       39
<PAGE>

afforded an opportunity to ask such questions of the Company's agents,
accountants and other representatives concerning the Company's proposed
business, operations, financial condition, assets, liabilities and other
relevant matters as he has deemed necessary or desirable, and has been given all
such information as has been requested, in order to evaluate the merits and
risks of the investment contemplated herein.

         16.16 Limitation of Transfer. No Member shall transfer any Member
Interest to any Person who is not an accredited investor as defined in Section
16.15. Each Member who transfers a Member Interest shall obtain from the
transferee a written confirmation with respect to the representations and
warranties as set forth in Section 16.15.

                   [BALANCE OF PAGE LEFT BLANK INTENTIONALLY]


                                       40
<PAGE>


                                   CERTIFICATE

         The undersigned, being all the initial Members as specified in this
Agreement, hereby agree, acknowledge, and certify that the foregoing Agreement
constitutes the Operating Agreement of East Rutherford Group, L.L.C. adopted by
the Members of the Company and effective as of December 19, 2002.

                                    MEMBERS:

                                        PRIME-MEADOWLANDS, L.L.C.


                                        By:   /S/ Douglas Vicari
                                           ------------------------------------
                                              Douglas Vicari, Manager

                                        AFP EIGHTEEN CORP.



                                        By:   /S/ Anthony Miceli
                                           ------------------------------------
                                              Anthony Miceli, Manager


                                       41
<PAGE>

                                   EXHIBIT 8.1
                   COSTS IN CONNECTION WITH HOTEL ACQUISITION

Survey                              *
Title Insurance                     *
Outside Legal                       $30,000.00        (Estimated)
Environmental                       Seller provided
Engineering                         Seller provided
Feasibility/Appraisal               Seller provided
Architectural                       $  6,125.00       (Estimated)
Travel (out of pocket)
Due Diligence
Permits/Licenses                    $  1,359.60
Escrow Fees                         *
State, City County Recordation
  Fees & Taxes                      *
Transfer Taxes                      *
Other



*See attached closing statement

Estimated costs are based on current billing and will be adjusted.