OPERATING AGREEMENT OF
                    THE Cosmopolitan AT MEARS PARK, LLC
                         DATED AS OF MARCH 15,1996
                            TABLE OF CONTENTS

ARTICLE I

Name, Office, Agent, Organization, Powers and Members.......1  
       1.01   Defined Terms.................................1
       1.02    Name of the Limited Liability Company........1
       1.03    Office of the Limited Liability Company; Agent
               for Service of Process.......................1
       1.04    Organization       .... .....................1
       1.05    Purposes and Powers..........................2
       1.06    Members......................................2

ARTICLE      II

Capital Contributions and Liability of Members..............4
      2.01    Capital Accounts..............................4
      2.02    Capital Contributions.........................4
      2.03    No Withdrawal of or Interest in Capital.......4
      2.04    Managers as Members ..........................4                 
      2.05    Liability of Members..........................4

ARTICLE      III

Loans; Additional Equity ...................................4
     2.01   Voluntary Loans.................................4
     2.02  Additional Equity................................4

ARTICLE     IV

Cash Distributions..........................................5
       4.01    Distribution of Distributable Cash...........5
       4.02    Distributions Upon Transfer or Admission.....5
       4.03    Certain  Payments  to  the  Internal  Revenue
               Service Treated as Distributions.............6
       4.04    Distribution of Assets in Kind...............6

ARTICLE        V

Allocation of Net  Profits  and  Net  Losses................6
       5.01   Basic Allocations.............................6
       5.02   Allocations of Nonrecourse Deductions and
              Minimum Gain..................................7
       5.03   Overriding Allocations of Net Profits and Net 
              Losses........................................8
       5.04   Allocations Upon Transfer or Admission........9

ARTICLE       VI

Management.................................................10
       6.01   Management of the LLC........................10
       6.02   Managers.....................................12
       6.03   Members......................................14
       6.04   Interpretation of Rights and Duties of
              Managers and Members.........................15
       6.05   Certain Permitted Transactions...............15
       6.06   Budget and Major Decisions...................16
       6.07   Binding the LLC..............................17
       6.08   Contracts with Members.......................17
       6.09   Indemnification and Exculpation..............17
       6.10   Other Activities.............................18

ARTICLE      VII

Fiscal Matters.............................................18
        7.01   Books and Records...........................18
        7.02   Reports.....................................19
        7.03   Bank Accounts...............................19
        7.04   Fiscal Year.................................19
        7.05   Tax Matters Partner.........................19

ARTICLE     VIII

Transfers of Interests.....................................20
        8.01   General Restrictions on Transfer ...........20
        8.02   Restrictions as to Certain Matters..........21
        8.03   Transfers of Interests by Members Who Serve
               as Managers.................................22
        8.04   Permitted Transfers.........................22
        8.05   Right of First  Refusal.....................23

ARTICLE      IX

Dissolution and Termination................................24
        9.01   Events Causing Dissolution..................24
        9.02   Continuation of the LLC.....................25
        9.03   Procedures on Dissolution...................25
        9.04   Management Rights During Winding Up.........25
        9.05   Distributions Upon Liquidation..............25
        9.06   Distributions Upon Liquidation..............25
        9.07   Disposition of Documents and Records........26

ARTICLE        X

Default and Dissolution....................................26
        10.01 Events of Default............................26
        10-02 Election of Non-Defaulting Member............27
        10.03 Closing......................................27

ARTICLE       XI

Appraisal..................................................28
        11.01 General......................................28
        11.02 Appraisal Procedures.........................28

ARTICLE        XII

Arbitration................................................29
        12.01 Initiation...................................29
        12.02 Costs........................................29

ARTICLE       XIII

General Provisions.........................................29
        13.01 Notices......................................29
        13.02 Word Meanings................................30
        13.03 Binding Provisions...........................30
        13-04 Applicable Law.............................. 30
        13.05 Counterparts.................................30
        13.06 Separability of Provisions...................30
        13.07 Section Titles...............................30
        13.08 Amendments...................................30
        13.09 Third Party Beneficiaries....................30
        13.10 Entire Agreement.............................30
        13.11 Waiver of Partition..........................31
        13.12 Survival of Certain Provisions...............31

ARTICLE XIV

Definitions................................................31

SCHEDULE A.................................................40

SCHEDULE B.................................................41


       THIS  OPERATING-RATING  AGREEMENT,  dated  as  of  the
fifteenth  day  of  March,  1996,   is   by and among each of
the  persons  named  on  Schedule  A  hereto  as  a  Manager
(collectively,  the "Managers"  and  individually,  a
"Manager'),  and  each  of  the  persons  named  on  Schedule
B hereto as a Member (collectively, the "Members" and
individually, a "Member').

       WHEREAS,  The  Cosmopolitan  at  Mears  Park,  LLC  (the
"LLC")  has  been   formed   as   a limited liability company
under the Delaware Limited  Liability  Company  Act  (the
'Act') by  the filing on the date hereof of a Certificate of
Formation (the "Certificate") in  the  office  of  the
Secretary of State of the State of Delaware; and

       WHEREAS, the Managers and the  Members  wish  to  set
out fully  their  respective  rights, obligations and duties
with respect to the LLC and its business, management and
operations.

     NOW,  THEREFORE,  in  consideration  of  the  mutual
covenants  herein  contained,  and  for other  good  and
valuable  consideration,  the  receipt  and  sufficiency  of
which   is   hereby
acknowledged, the parties hereto hereby agree as follows:

                     ARTICLE I
           Name, Office, Agent, Organization, Powers and Members

       1.01  Defined  Terms.  Capitalized  terms  used herein and not 
otherwise defined shall have the meanings set forth in Article XIV of this
Agreement.

       1.02  Name of the Limited Liability  company.  The name of the limited
lliability company  formed  hereby  is  The  Cosmopolitan  at  Mears Park,
LLC.  The  name  of  the  LLC  may be changed at any time or from time to  
time  with  the  approval  of  the  Board  of Managers and the Consent of the
Members.

       1.03   Office of the  Limited  Liability  company, Agent for   Service
of Process.  The address of the registered office  of  the  LLC  for  purposes
of the  Act  is  c/o  'Prentice-Hall Corporation  System,  Inc.,  1013  
Centre Road, Wilmington, Delaware,   19805.   The   name   and address of the 
resident agent for service of  process  for  the  LLC  is  Prentice-Hall
Corporation System,  Inc.,  1013  Centre  Road,  Wilmington, Delaware,  19805. 
The  Board  of   Managers   may establish places of business of the LLC within 
and without  the  State of Delaware,  as  and  when required by its business 
and in furtherance of its purposes set forth in Section  1.05  hereof, and  
may appoint agents for service of process in all jurisdictions  in  which  
the  LLC  shall  conduct business.  The Board of Managers may cause  the  LLC 
to  change  from time  to time  its  resident agent for service of process, or
the location of its registered office, provided, however, that the Members 
shall promptly be notified in writing of any such change.

      1.04 Organization.  The Board of Managers shall cause to be  filed  
such certificates and documents as may be necessary or appropriate to  comply 
with the  Act  and  any  other  applicable requirements for the operation of 
a limited liability company in accordance with the laws  of  the State of 
Delaware and any other jurisdictions in which the  LLC  shall  conduct  
business,  and  shall continue to do so for so long as the LLC conducts business
therein.

       1.05 Purposes and  Powers.  The  general  character  of the  business  of
the LLC, as set forth in the Certificate, is to engage in investment  in,  and
ownership  and  development  of,  real estate and interests therein, including 
buying, acquiring, owning,  operating,  selling,  financing, refinancing, 
disposing of and otherwise dealing with interests in real estate, directly or  
indirectly through joint ventures, partnerships or other entities; and to 
engage in any  activities  directly  or indirectly related or incidental 
thereto, Subject to  all other provisions  of  this  Agreement, in furtherance 
of the conduct of its business, the LLC is hereby expressly authorized: 
                (a)    to acquire, develop, own, operate and dispose of the
Property;
                (b)    to enter  into,  execute,  modify, amend, supplement,
acknowledge,  deliver, perform and carry out  contracts  of  any  kind,  
including operating  agreements  of  limited  liability companies (whether as  
a member  or  manager),  joint  venture,  limited and general  partnership 
agreements,  contracts  with Affiliates, and  including  guarantees   and   
contracts establishing business  arrangements  or,necessary to, in connection
with,  or  incidental  to  the accomplishment of the purposes  of the LLC, and
to  secure the  same  by  mortgages,  pledges  or other liens;
                (e)    to borrow money, including, without limitation,  the 
Heller  Loan,  and  issue evidences of indebtedness in furtherance of any or 
all of the purposes of the LLC, and to  secure the same by mortgages, pledges
or other liens;
                (d)    to the extent that funds  of  the  LLC are  available 
therefore,  to  pay  all expenses, debts and obligations of the LLC;
                (e)    to enter into or engage in any kind of activity  
necessary to, in  connection with, or incidental to the accomplishment of the 
purposes of the LLC,  so  long  as  said  activities may be lawfully  carried  
on  or  performed  by  a  limited liability  company  under  the  laws  of  
the State of Delaware;
                (f)    to execute and deliver any  and  all documents  and  
instruments  required  by Heller Financial, Inc. in connection with the 
borrowing  and evidencing  of  the  Heller  Loan;  and
                (g)    to take any other action not prohibited under  the 
Act  or  other  applicabl law.

        1.06   Members.
                (a)    The Members of  the  LLC  are identified on  Schedule
B hereto.  Additional Members may be admitted to the  LLC  (i)  pursuant  to 
and in accordance  with  the  provisions  of Article VIII hereof, or (ii)
with the  approval  of  Members  holding  not  less than two-thirds  of the
Percentage  Interests  held  by  all Members,  which  approval   shall   
specify the  capital contribution, Percentage Interest, economic interest and
any other  rights  and  obligations  of  such additional Member.  In connection
with  any  such  admission,  this  Agreement (including  Schedule B)  shall  be
amended to reflect the additional Member, its capital contribution, if any, its
Percentage Interest, and any other rights and obligations of the additional 
Member.

                 (b)       Each Member, by execution of this   Agreement   or
an amendment hereto reflecting such  Member's  admission  to  the   LLC, hereby
represents and warrants to the LLC as follows:

                  (i)     It  is  acquiring  an interest in the LLC for its 
own account for investment only,  and  not  with  a  view  to,  or for sale
in  connection  with,  any distribution thereof in violation of the Securities
Act, or any rule or regulation thereunder.

                  (ii)    It understands (i) that the interest  in  the  LLC  
it is acquiring  has  not been  registered  under  the  Securities  Act  or
applicable-able  state  securities  laws  and   cannot   be resold  unless  
subsequently  registered  under   the Securities Act and such laws or unless an
exemption from  such registration is available, (ii) that such registration
under the Securities Act and such laws is unlikely  at any time in the future
and that neither the LLC  nor  the  Members   nor   the   Managers are 
obligated to file a registration statement under the Securities Act or such
laws, and (iii) that the assignment,   sale,   transfer,  exchange,  or  other
disposition  of  the  interests  in  the  LLC  is  restricted in accordance
with the terms of this Agreement.

                           (iii)   It  has  had   such opportunity   as   it  
has   deemed   adequate   to   ask questions   of   and    receive    answers
from the  Managers  concerning the terms and conditions, and to obtain from 
representatives of the LLC such information which the LLC possesses or ran 
acquire without unreasonable  effort  or  expense, as is  necessary to evaluate
the merits and risks of an investment in the LLC.

                         (iv)  It  has,  either alone or with its professional 
advisers, sufficient experience in business, financial and investment matters 
to be able to evaluate the merits and risks involved in investing in the LLC 
and to be an informed  investment decision with respect to such investment.

                           (v)    It can afford a complete loss of the value  of
its investment in the LLC and is able to bear the  economic  risk  of holding
such   investment   for   an   indefinite  period.

                           (vi)    If it is an  entity,  it  is duly  organized,
validly  existing  and  in  good standing  under  the  laws  of  its  state  of
organization  and  that it has  full   organizational power to  execute  and
deliver   this   Agreement   and   to perform   its   obligations   hereunder.

                                        ARTICLE - II

                  Capital Contributions and Liability of Members

         2.01  Capital Accounts. For each Member (and each permitted  assignee),
the  LLC  shall establish and maintain a separate Capital Account.

        2.02  Capital Contributions.  Each  Member  has contributed  to  the 
capital  of  the   LLC the amount set forth opposite its name on Schedule B 
attached hereto.

       2.03 No Withdrawal of  or  Interest  in  Capital. Except  as  otherwise 
provided  in  this  Article 11, no Member shall be obligated or permitted to 
contribute any additional  capital  to  the LLC.  No interest shall accrue on 
any  contributions  to the capital of the LLC,  and  no  Member shall have the 
right to withdraw or to be repaid any capital contributed by it  or  to  receive
any other payment in respect of its interest in the LLC, including without 
limitation as  a  result  of  the withdrawal or resignation  of such  Member 
from  the  LLC,  except  as specifically  provided in this Agreement.

         2.04  Managers as  Members.  Any  Manager  may  hold an interest  in
the  LLC  as   a  Member, and such person's rights and interest as a  Manager
shall  be  distinct  and  separate  from such person's rights and interest as
a Member. 2.05 Liability of Members.  The  liability  of  the Members  for  
the  losses,  debts  and  obligations of the LLC shall be limited to their  
capital contributions;  provided,  however,  that  under applicable law, the 
Members may under certain circumstances  be  liable  to  the  LLC  to  the 
extent of previous distributions made to them in the event that the LLC does 
not  have  sufficient assets to discharge its liabilities. Without limiting 
the foregoing, (i) no Member, in his, her  or its capacity as a Member (or, 
if applicable, as a manager), shall have any liability to restore  any negative
balance in his, her or its Capital Account, and (ii) the failure  of  the  LLC
to observe any formalities or requirements relating to exercise of its powers or
management of  its  business or affairs under this Agreement or the Act shall
not be  grounds  for  imposing personal  liability on the members or Managers 
for liabilities of the LLC.

                                           ARTICLE III
                                     Loans; Additional Equity
         2.01 Voluntary Loans.  In the  event  that  the  LLC requires  
additional  funds  to  carry  out its purposes, to conduct its business, or 
to meet  its  obligations,  or  to make any  expenditure authorized by this 
Agreement,  the  LLC may borrow  funds  from  such  third  party  tender(s)  or
Member(s), and on such terms and  conditions  as  may  be acceptable  to the  
Board  of  Managers.   

        2.02  Additional  Equity.  To  the  extent  that  HPP accumulates  
from  whatever  sources operating reserve amounts greater than  $140,000  at  
the end of  any  fiscal  year,  such  excess amounts shall be contributed 
within thirty (30) days of the end of  such  fiscal  year  to  the  LLC  as 
additional capital contributions.  Notwithstanding any provisions  of  
Articles  IV  and  V,  any such additional capital contributions shall be 
distributed by the LLC and applied  as  a  return of the outstanding portion 
of the Carney Equity.

                                      ARTICLE  IV

                                   Cash  Distributions

       4.01   Distribution of Distributable Cash.

              (a)     Subject to the provisions of Section 4.01(b)  below,  
Distributable  Cash  of the LLC shall be distributed to the Members following
the end of each  fiscal  year  of  the  LLC (or at such other times as the 
Board of Managers may determine), 
                      (i)    First, to Lillian B. Carney in payment  of  any 
       current  or  accrued portion of the preferred return on the Carney 
       Equity;
                               
                      (ii)   Second, to  the  distribution  to HPP  of  an  
       amount  equal  to  the  Preferred   Return; 

                     (iii)  Third, to Lillian  B.  Carney in payment  of 
        any  unpaid  principal portion of the Carney Equity;

                      (iv)   Fourth, to the payment of any principal or 
        interest due  with  respect to any loans from Members pursuant to 
        the  terms  of Article  III  hereof,  with  any  such payments to be 
        applied first to accrued but unpaid interest and then to principal; and

                      (v)    Fifth, the balance, if any, to the Members in  
        accordance  with  their respective Percentage Interests.

               (b)     Notwithstanding the foregoing, in the event of  a  
liquidation of the  LLC following or in conjunction with a Capital Transaction,
any Distributable  Cash  arising  therefrom and remaining after the payments 
and distributions described in clauses  First  through  Fourth  of Section
4.01(a)  above be distributed to the Members in accordance  with  the 
provisions  of Section 9.06(b), 

       4.02 Distributions  Upon  Transfer  or  Admission.  In the  event  that
a  Member  acquires an interest in the LLC either by transfer from another 
Member  or  by  acquisition from the  LLC, an equal portion  of  the  
Distributable  Cash (other than  Distributable  Cash  from  a  Capital 
Transaction) of the LLC for the year in which such acquisition occurs shall
be allocated  to  each day of such year, and such Distributable Cash so 
allocated to the portion of the year prior to  the date of the acquisition of
the interest in the LLC by the Member shall  be distributed  among  the Members
without giving effect to such acquisition, and such  Distributable  Cash  so
allocated  to the portion of the year from and after the date of  the  
acquisition of  such  interest  shall  be distributed among the Members  by 
giving  effect  to  such  acquisition Distributable  Cash  from a Capital 
Transaction or upon the liquidation of the  LLC  shall be  distributed  to  the
Members based upon the actual ownership of interests in the LLC on the date 
of the  event  giving  rise to such  Distributable Cash.

      4.03  Certain Payments to the Internal Revenue Service Treated as
 Distributions. 
               (a)    For purposes of this  Section  4.03, the LLC  may 
assume  that  any  Member  who fails to provide to the Board of Managers
satisfactory evidence of  its  tax  status  for  United  States federal
income tax purposes is a foreign person taxable as a corporation.

                 (b)    Notwithstanding anything to the contrary herein, to 
the extent  that  the  LLC is required, or elects, pursuant to applicable 
law, either (i) to pay tax (including  estimated  tax)  on a Member's allocable
share of LLC items  of  income  or gain,  whether  or  not  distributed,  or
(ii) to withhold and pay over to  the  tax  authorities  any  portion  of  a
distribution  otherwise distributable to  a  Member,  the Board of  Managers 
may  pay  over  such  tax  or  such withheld amount to the tax authorities, 
and such amount shall be treated as  a  distribution  to  such  Member  at 
the time it is paid to the tax authorities.

         4.04 Distribution of Assets  in  Kind.  No  Member shall  have  the
right  to  require  any distribution of any assets of the LLC in kind.  If 
any assets of the  LLC  are  distributed  in  kind,  such assets shall be 
distributed on the basis of their fair market value as determined by  the  
Board of  Managers.  Any Member  entitled  to  any  interest  in  such  
assets  shall, unless   otherwise determined by the Board of Managers, receive
separate assets of  the  LLC  and  not  an  interest  as a tenant in-common with
other Members so entitled in any asset being distributed.

                                   ARTICLE  V
                        Allocation of  Net Profits  and Net Losses
         5.01   Basic Allocations.
                 (a)    Except  as  provided  in  Sections  5.02 and  5.03  
below  (which  shall   be  applied first), the Net Profits and Net Losses of 
the LLC from operations  for  any  year  (or  other fiscal period) shall be
allocated  to  and  among  the  Members  in  accordance  with their  respective
Percentage Interests.

                 (b)    Except  as  provided  in  Sections  5.02 and  5.03 
below (which shall  be applied first), any Net Profit, arising from a Capital
Transaction or upon  liquidation  of  the  LLC  shall be allocated  as  follows:

                        (i)     First,  to  any  Members  having negative  
Adjusted  Capital  Account balances, in proportion to and to the extent of such
negative balances; and 
                        (ii)    The balance, if any,  to  the Members  in
such  proportions  and  in such amounts as would result in the respective 
Adjusted Capital Account  balance  of  each Member equaling, as nearly as 
possible,  such  Member's  share  of  the  then  LLC  Capital determined by
calculating the  amount  the  Member  would receive  if  an  amount  equal  
to the LLC Capital were distributed  to  the  Members  in  accordance  with  
the provisions  of Section 4.01(a) hereof. 

                 (c)    Except  as  provided  in Sections  5.02  and  5.03 
below  (which  shall  be applied first), any Net Losses arising from a Capital
Transaction or upon liquidation  of  the  LLC shall be allocated among the 
Members as follows:

                      (i)     First, to each  Member  with  a positive  
Adjusted  Capital  Account  balance, in the amount of such positive balance;
provided,  however,  that  if  the  amount of Net Losses  to  be  allocated
is  less  than  the sum of  the  Adjusted  Capital  Account balances of all
Members having positive Adjusted Capital Account  balances,  then  the  Net
Losses shall be allocated to the  Members  in  such proportions  and  in  
such  amounts  as would  result  in  the  respective  Adjusted  Capital Account
balance   of   each   Member equaling, as nearly as possible, such Member's 
share of the  then  LLC  Capital  determined as set forth in Section 5.01(b)(ii)
above; and

                    (ii) The balance, if  any,  to the Members  in  accordance
with  their Percentage Interests.

          (d)If the amount of Net Profits allocable to the  Members pursuant  to
Section 5.01(b)(ii) or the amount of Net Losses allocable to them pursuant  to  
Section  5.01(r-)(i)  is insufficient to  allow  the  Adjusted  Capital  
Account balance of  each  Member  to  equal  such Member's share of the LLC- 
Capital, such  Net  Profits  or  Net Losses  shall  be  allocated  among the 
Members in such a manner as  to  decrease  the  differences  between  the 
Members' respective Adjusted Capital Account balances and their respective 
shares of  the  LLC  Capital  in  proportion to such differences.

               (e)    Allocations of Net Profits and Net Losses provided for 
in this  Section  5.01 generally shall be made as of the end of the fiscal 
year  of the  LLC;  provided,  however,  that allocations of Net Profits and 
Net Losses pursuant to Sections 5.01(b) and (c)  shall  be  made  no later 
than immediately prior to the time that the proceeds from the event  giving
rise  to  such  Net Profits or Net Losses are distributed to the Members.

               (f)    Net Profits and Net Losses allocated hereunder to  the
Members (or to any particular group of Members) as a group shall be allocated
to and  among  them  based  on  their respective Percentage Interests.

       5.02  Allocations of Nonrecourse Deductions and Minimum Gain.

       Notwithstanding the provisions of Section 5.01 above,
the following  allocations  of  Gross
Income and Nonrecourse Deductions shall be made in the
following order of priority:

               (a)    If in any year there is a  net  decrease
in-  the  amount  of  Minimum  Gain attributable to either (i) Nonrecourse 
Debt that is not Partner Nonrecourse Debt  or  (ii)  Partner Nonrecourse Debt,
then each Member shall  first  be  allocated items  of  Gross  Income  for  
such year (and, if necessary, subsequent years) in an amount equal to such 
Member's  share of the  net decrease in  such  Minimum  Gain  (determined  in
accordance  with  Treasury  Regulation  Sections 1.704-2(g)(2)and 1.704-2(i)
(5)) to the minimum extent required by, and  in the  manner  specified in, 
Treasury Regulation Sections 1.704 2(f) and 1.704-2(i)(4).

                (b)     All  Nonrecourse  Deductions  of  the LLC   for   any  
year   other   than  Nonrecourse Deductions  attributable  to  Partner  
Nonrecourse Debt  shall  be  allocated  to  and among the Members in accordance
with their respective Percentage Interests.

                (c)     All  Nonrecourse  Deductions  of  the LLC  for  any  
year  attributable  to  Partner Nonrecourse Debt shall  be  allocated  to  the
Members who  bear  the  Economic  Risk  of  Loss with respect  to the debt.

         5.03   Overriding Allocations of Net Profits and Net Losses.

         Notwithstanding the provisions of Section 5.01 above, but  subject
to  the  provisions  of  Section 5.02 above, the following allocations of Net
Profits and  Net  Losses  and  items  thereof  shall  be  made.

                (a)     If, during  any  year  a  member receives  any 
adjustment,  allocation  or  distribution described in Treasury Regulation 
Section 1.704 1(b)(2)(ii)(d)(4), (5) or (6), and,  as  a result of such 
adjustment, allocation or  distribution,  such Member's  Capital  Account 
has  an   Excess  Negative  Balance,  then  items  of  Gross  Income  for
such  year  (and,  if   necessary,  subsequent year) shall first be allocated
to such  Member  in an  amount  equal  to  such  Member's Excess Negative 
Balance.

                (b)     In no event shall Net Losses of the LLC be allocated
to  a  Member  if  such  allocation  would  cause  or  increase  an  Excess
Negative Balance  in  such  Member's   Capital  Account.

                (c)     In the event that Net Profits, Net Losses or items 
thereof are  allocated  to  one or more Members  pursuant  to  subsections  (a)
or  (b) above,  subsequent  Net  Profits  and Losses from operations will fast
be allocated (subject to  the  provisions  of subsections (a)  and (b)) to 
the Members  in  a  manner designed to  result  in each  Member  having  a  
Capital  Account balance equal to what it would have been had the original
allocation of  Net  Profits, Net  Losses or items thereof pursuant to 
subsections (a) or (b) not occurred.

                (d)     Except as otherwise provided herein or as required 
by  Code  Section  704, for tax purposes, all items of income, gain, loss,
deduction or credit shall be  allocated  to  the  Members in the same manner
as are Not Profits and  Net Losses; provided,  however,  that  if  the 
Carrying Value of any property of the LLC differs, from its adjusted basis for
tax  purposes, then items of income, gain, loss, deduction or credit related 
to such property for  tax  purposes  shall be allocated among the Members 
so as  to  take  account  of  the variation  between the  adjusted basis of 
the property for tax purposes and its Carrying Value in the manner  provided
for  under Code Section  704(c).

                (e)     To the extent that any portion of any Net Profits 
realized upon  a  sale  or other disposition of any asset  of  the  LLC  is  
treated  as ordinary  income  pursuant  to  Code  Sections 1245 or 1250 
("Recapture  Income'),  such  Recapture Income  shall  be  allocated  (prior 
to any allocation of Net Profits from such event pursuant to Sections 5.01
above) as follows:

                        (i)     In the case of Recapture Income arising  under  
Code  Section  1245, to each Member in an  amount  equal  to  the  amount
of depreciation  deductions  allocated to such Member with respect to such 
asset; and 

                        (ii)    In the case of Recapture Income arising  
under  Code  Section  1250,  to  each  Member  in  an  amount  equal  to  the
excess of  the  amount  of   "depreciation adjustments" (as defined in Code
Section 1250(b)(1) and (4))  allocated  or  attributable  to  such Member with 
respect to such asset over the amount of  depreciation  adjustments  that 
would have been allocated or attributable to such Member had the"straight-line
method of adjustment" (as described in Code Section 1250(b)(5)) been  used
with respect to such asset; provided, however,that in the event the amount of
Recapture Income arising  from from the sale or disposition is less than the 
aggregate amount set forth in clause (i) or(ii) (whichever is applicable), the 
Recapture Income shall be allocated to Members based  on  the  order  in 
time in which they were allocated depreciation deductions or adjustments with 
respect to such asset.

                 (f)    Subject to the other provisions of this Section  5.03,
if  at  any  time  any portion of any of the LLC's assets is treated as  "tax-
exempt use  property'  within  the  meaning  of  Code  Section  168(h)  (or  
successor  provision),  those Members  who  are   not  "tax-exempt  entities'
within the meaning of Code Section 168(h) will be allocated  as  nearly as 
possible  the  same amount of Net Profits and Net Losses, as they would  have 
been  allocated  had  none  of  such  assets been treated as "tax-exempt use 
property. 

      5.04  Allocations  Upon  Transfer  or  Admission.  In the  event   that
a   Member   acquires  an interest in the LLC either by transfer from  another 
Member  or  by  acquisition from  the  LLC,  an equal portion of the Gross 
Income, Net Profits,  Net  Losses  and  Nonrecourse  Deductions  from operations
of the LLC for the year in which such acquisition occurs  shall  be  allocated  
to  each  day of such year, and the  Gross  Income,  Net  Profits,  Net 
Losses  and Nonrecourse Deductions  so allocated to the portion of the year
prior to the date of the acquisition of the interest in  the LLC  by  the 
Member  shall  be  allocated  among  the  Members without giving  effect  to 
such  acquisition,  and  the Gross Income,  Net  Profits,  Net  Losses  and 
Nonrecourse Deductions so  allocated to the portion of the year from and
after the date of the  acquisition  of  such  interest  shall be allocated 
among the Members by  giving  effect to  such acquisition.  Gross Income,
Net  Profits, Net Losses and Nonrecourse  Deductions from  a  Capital  
Transaction  shall be  allocated  among the Members based upon the actual
ownership of interests  in  the LLC  on  the  date  of  the Capital Transaction
giving rise to such Gross  Income,  Net Profits,  Net  Losses  and  
Nonrecourse Deductions.

                            ARTICLE VI
                            Management
         6.01  Management  of  the  LLC-C.  The  business  and
affairs  of  the  LLC  shall   be   managed  by or under the
direction of  a  Board  of  Managers,  who  may  exercise  all
of  the  powers  of  the  LLC  except  as  otherwise  provided
by  law  or  this   Agreement   (including   without
limitation,  Section  6.07  below).  In  the  event  of  a
vacancy  in  the  Board  of   Managers,   the   remaining
managers, except as otherwise provided by  law,  may  exercise
the  powers  of  the  fall  Board  until  the vacancy is failed
         All  management  and  other  responsibilities  not
specifically  reserved  to  the  Members   in  this Agreement
shall be vested in  the  Board  of  Managers,  and  the
Members shall  have  no  voting  rights except as  specifically
provided in  this  Agreement.  Each  Manager  shall  devote
such  time to the affairs  of  the  LLC  as  may  be
reasonably  necessary for  performance  by  the  Manager  of
his, her or its duties hereunder, provided such Persons shall
not  be  required  to devote  full  time  to such affairs.

         Specifically, but not by way of limitation, but
subject to  the  provisions  of  Section   6.07,
  the Board of Managers shall be authorized  in  the  name  and
on  behalf  of  the  LLC,  to  cause  the  LLC to do all things
necessary or appropriate to  carry  on  the  business  and
purposes  of  the  LLC,  including without limitation the
following:

                 (a).    to acquire by purchase, lease,
exchangeor otherwise and to sell, finance,
refinance, encumber and otherwise deal with, any real or
personal property;

                 (b)      to borrow money and issue  evidences
of  indebtedness  or  to  guarantee  loans
  and to secure the same by mortgage, deed of trust, pledge or
other  lien  on  any  assets  or  property  of  the  LLC  and
to pay,  prepay,  extend,  amend  or  otherwise  modify  the
terms of   any   such  borrowings;

                 (c)      to  employ  executive,administrative
and  support  personnel  in   connection  with the business  of  the LLC,  
to  pay  salaries,  expense reimbursement,  employee  benefits,  fringe  
benefits, bonuses and  any  other  form  of  compensation  or  employee  
benefit to  such  persons  and  entities, at such times and in  such
amounts  as  may  be  determined  by  the  Board  of  Managers
in  its  sole  discretion,  in  order  to  provide  executive,
administrative  and  support   services   in  connection with
the business of the LLC;

                 (d)      to   hire   or   employ   such
agents,   employees,   managers,   accountants,
  attorneys, consultants and other persons  necessary  or
appropriate  to  carry  out  the  business  and  operations of
the  LLC,  and  to  pay  fees,  expenses,  salaries,  wages
and other  compensation  to  such persons;

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


               (f)     to determine the appropriate accounting
method or  methods  to  be  used  by
the LLC;

               (g)     to cause the LLC to make or revoke any
of the  elections  referred  to  in Sections 108, 704, 709, 754 or 1017  of 
the  Code  or  any similar  provisions  enacted  in  lieu
thereof, or in any other Section of the Code;

               (h)     to establish and maintain reserves for
such purposes  and  in  such  amounts as it deems appropriate from time to
time;

               (i)     to pay all organizational expenses and
general and administrative  expenses
of the LLC;

               0)      to deal with, or otherwise engage in
business with, or provide  services  to and receive compensation therefor 
from,  any  person  who  has provided  or  may  in  the  future
provide any services to, lend money to, sell property  to,  or
purchase  property  from  the  LLC, including without limitation, any Member
or Manager.

               (k)     to engage in any kind of activity and to
perform  and  carry  out  contracts
of any kind necessary to, or in connection  with,  or
incidental to  the  accomplishment  of  the
purposes  of  the   LLC;

               (l)      to pay any and all fees and to make any
and all expenditures  which  it,  in
its sole discretion, deems necessary or appropriate in
connection with  the  organization  of  the
LLC, the management of  the  affairs  of  the  LLC,  and  the
carrying  out  of  its  obligations  and responsibilities under
this Agreement, including,  without  limitation,  fees,
reimbursements  and expenditures payable to a Member or
Manager;

               (m)     to exercise all powers and authority
granted by the Act to managers,  except
as otherwise provided in this Agreement;

               (n)     to cause the LLC  and  its  properties
and  assets  to  be  maintained  and
operated  in  such  manner  as  the  Board  of  Managers  may
determine,  subject,   however,   to
obligations imposed by applicable laws or by any mortgage  or
security  interest  encumbering  the LLC and such properties
and assets from time to  time,  and  by  any  lease,  rental
agreement  or other agreement pertaining thereto;

               (o)     to cause to be obtained and continued in
force  all  policies  of  insurance
required by any mortgage, lease or other agreement relating to
the  LLC's  business  or  any  part
thereof, or determined by the Board of Managers to be in the
best interests of the LLC;

               (p)     to cause to be paid any and all taxes,
charges  and  assessments  that  may be levied, assessed or imposed upon any
of the assets of the LLC, unless  the  same  are  contested by the LLC;  and

               (q)     to negotiate for and enter into leases for
space in the  Property  on  terms approved by the Members; and

                 (r)     to  perform  any  other  act  which
the   Board   of   Managers   may   deem necessary, convenient or desirable
for the LLC or its business.
                               
         6.02  Managers.

                 (a)     Number,  Election  and  Qualification.
The  number  of  Managers  which  shall   constitute the whole Board of 
Managers  shall  be determined by  resolution  of  the  Members,  but   in  no
event  shall such  number  be  less  than   three  nor  more
than seven unless  the  Members   specifically  vote pursuant to Section
6.03(c) to  cause  the  LLC  to  be  Member  managed,  in
which case there shall be no Board    of  Managers.  The
Managers shall be  elected  at  an  annual  meeting   of Members by such
Members as have  the  right  to  vote  at  such  election.
Managers need  not  be   Members  of      the   LLC.

         Each person elected to serve as  a  Manager  of  the
LLC  shall  sign  this  Agreement,  or  a   counterpart hereof
or  amendment  hereto,  or  other  writing  pursuant  to  which
such  person  (I)   acknowledges receipt of a copy of this
Agreement,  as  amended  and  in  effect  as  of  the  date  of
such writing, (ii) agrees that he or she is a party to and
bound by  this  Agreement,  (iii)  agrees  to perform the
duties  of a   Manager  hereunder,  and  (iv)  agrees  to
execute  and deliver  such  additional  agreements,  instruments,
certificates  and  documents,  including  without limitation an
amendment to the Certificate, which may  be  necessary,
appropriate  or  convenient  to  reflect  the  foregoing
matters and the election of such person as a Manager of the
LLC.

         Upon  the  death,  resignation,  removal  or
expiration of  the  term  of  any     Manager   (a
  "Terminated  Manager"),  (i)  such  Terminated  Manager
shall have  no further authority  under   this  Agreement, (ii)
such Terminated Manager shall  have  no  further  obligations
or rights  under  this  Agreement (except for liabilities and
rights  accruing  prior  to the date  of  death,  resignation,
removal or expiration of his term, such as, for  example,
rights to  indemnification  under  Section  6.9 which related
to actions or omissions occurring  during  such  person's
service  as  a Manager),  and (iii) no writing  or  instrument
shall be required to be executed  by  the  LLC         or  the
Terminated  Manager to reflect such cessation of  service,  except  that  the
Terminated  Manager  (or  its  Legal  Representative or
attorneyin-fact,  as  provided  in  the  following  paragraph)
shall execute  and  deliver  any  agreement,  instrument,
certificate or  document,  including  an    amendment  to   the
Certificate, which  may  be  reasonably  required  to  reflect  that  the
Terminated  Manager  is  no  longer a Manager of the LLC.

         Each person now  or  hereafter  serving  as  a
Manager of  the  LLC,  by  execution  of  this  Agreement,  an
amendment hereto,  or  an  instrument  acknowledging  that  it   is
bound hereby,  hereby constitutes and appoints each other
person  who may  from  time  to  time  be  serving  as  a
Manager, and  each of  them  acting  singly,  such  Manager's
agent  and  attorneyin-fact  for  the  purpose of  executing
and  delivering  any and  all  agreements,  instruments  and
other  documents (including without limitation, an amendment to
the  Certificate) as  are  necessary  or  appropriate  to
reflect that he, she or it is no longer a Manager of the  LLC  following  the 
death, resignation,  removal or expiration of the term  of  such
Manager,  which  power  of  attorney,  is  hereby  agreed  and
acknowledged to be coupled with  an  interest  and
irrevocable, and  shall  survive  the  death,  dissolution,
bankruptcy or incapacity of any Manager  until  such  time  as
the  withdrawal of  such  Manager  from  the  LLC  has  been
reflected   by all   necessary   or   appropriate   agreements,
instruments and other documents.

               (b)    Enlargement of the Board  Subject  to
the provisions  of  Section  6,02(a)
above, the number of Managers be increased at any time and from
time  to  time  by  the  Members.

               (c)    Tenure.  Each Manager shall hold office
until the  next  annual  meeting  and
until his successor is duly elected and qualified, or until
his earlier  death,  resignation  or
removal.

               (d)    Vacancies.  Unless and until filled  by
the  Members,  any  vacancy  in  the
Board of Managers, however occurring,  including  a  vacancy
resulting  from  an  enlargement  of the Board, may be filled
by vote of a majority of the Managers then in office, although
less than a quorum, or by a sole remaining Manager.  A Manager
elected to fill a  vacancy  shall  be  electedfor the unexpired
term of his predecessor in office, and a  Manager  chosen  to
fill  a position resulting from an increase in the number of
Managers shall  hold  office  until  the  next  annual meeting
of Members and until his successor is duly elected and
qualified,  or  until his  earlier death, resignation or
removal.

               (e)    Resignation.     Any  Manager  may
resign by delivering   his   written resignation to the LLC at its principal
office.  Such resignation shall be effective  upon  receipt
unless it is specified to be effective at some other time or
upon the  happening  of  some  other
event.

               (f)     Regular Meetings.   Regular  meetings of the  Board 
of  Managers may be held without notice at such time and place, either within or
without the  State  of  Delaware,  as shall be  determined  from  time  to  
time  by  the  Board  of Managers;  provided  that  any  Manager who is 
absent when such a determination is made  shall  be  given  notice  of  the
determination.  A regular meeting of the Board of Mangers  may
be  held  without  notice  immediately  after  and  at the same
place as the annual meeting of Members.

               (g)     Special Meetings.   Special meetings of the Board  of
Managers  may  be  held at any time and place, within or without the State of
Delaware, designated in a  call  by  two  or more Managers, or by one Manager
in the event that there is only a  single  Manager  in  office.

               (h)    Notice of Special  Meetings.  Notice  of
any  special  meeting  of  Managers shall be given to each Manager by the 
Secretary or by the officer or one of the Managers  calling the meeting. 
Notice shall be duly given to each Manager (i) by giving  notice  to  such  
manager in person or by telephone at least 24 hours in advance of the
meeting, (ii) by sending a  telegram
or telex, or delivering written notice by hand, to his last
known business  or  home  address  at
least 24 hours in advance of the meeting, or (iii) by mailing
written notice  to  his  last  known
business or home address at least 72 hours in advance of  the
meeting.  A  notice  or  waiver  of
notice of a meeting of the Board of Managers need not specify
the purposes of the meeting.

               (i)    Meetings  by  Telephone  Conference
Calls. Managers  or  any  members  of
any committee  designated  by  the  Managers  may  participate
in  a  meeting  of  the  Board  of
Managers  or  such  committee  by  means  of  conference
telephone  or   similar   communications equipment by means of
which all persons participating in the meeting  can  hear  each
other,  and participation by such means shall constitute
presence in person at such meeting.

              (j)     Quorum.      A majority of the  total
number  of  the  whole  Board  of  Managers shall constitute a
quorum at all meetings of the  Board  of  Managers.  In  the
event  one  or  more of the Managers shall be disqualified to
vote at any meeting,  then  the  required  quorum  shall  be
reduced by one for each such Manager so disqualified;
provided, however,  that  in  no  case  shall less than one-
half (1/2) of the number so fixed constitute a quorum.  In  the
absence  of  a quorum at any such meeting, a majority of the
Managers  present may  adjourn  the  meeting  from  time  to
time without further notice  other  than  announcement  at  the
meeting,  until  a quorum  shall  be present.

               (k)     Action at Meeting.      At any  meeting
of  the  Board  of  Managers  at  which
a quorum is present, the vote of a majority of those present
shall be sufficient to take any  action,
unless a different vote is specified by law, the Certificate or
this Agreement.

               (1)     Action by Consent.  Any action  required
or  permitted  to  be  taken  at  any
meeting of the Board of Managers or  of  any  committee  of
the Board  of  Managers  may  be  taken without a meeting, if
all members of the Board  or  committee,  as  the  case  may
be, consent  to the action in writing, and the written consents
are filed with the  minutes  of  proceedings  of  the Board or
committee.

               (m)     Removal.  Except as otherwise  provided
by  the  Act,  any  one  or  more  or
all of the  Managers  may  be  removed,  with  or  without
cause,  by  Members  holding  a  majority of the Percentage
Interests then held by all Members.

       6.03   Members.
               (a)      Place of Meetings.  All  meetings  of
Members  shall  be  held  at  such   place
within or without the State of Delaware as  may  be
designated from  time  to  time  by  the  Board of Managers
or, if not so designated, at the registered office of the LLC.

               (b)     Annual  Meeting.  There  shall  be
held an  annual  meeting   of   Members   for
the election  of  Managers  and  for  the  transaction  of
such other  business  as  may  properly  be brought before the
meeting.  Such  meeting shall be held on a  date  to be  fixed  by  the
Board of Managers (which date shall not be a  legal  holiday
in the  place  where  the  meeting  is
to be held) at the time and place to be fixed by the Board of
Managers  and  stated  in  the  notice
of the meeting.  If no annual  meeting  is  held  in
accordance with  the  foregoing  provisions,  a
special meeting may be held in lieu of the annual meeting, and
any  action  taken  at  that  special
meeting shall have the same effect as if it had been taken at
the annual meeting, and  in  such  case
all references in this Agreement to the annual meeting of  the
Members  shall  be  deemed  to  refer to such special meeting.

               (c)       Right to  Elect  to  be  Member-
Managed. At  any  annual  meeting  (or  any
special meeting, as described in Section 6.03(d) below), the
Members  may  elect  (by  vote  of  all Members)  to  cause
the LLC  to  be  managed  by  the  Members.  In  connection
with any   such election, this  Agreement  shall  be  amended
by  the Members  to  reflect  appropriate  provisions regarding
the management and operation of the LLC by the Members.

               (d)      Special Meetings.   Special meetings of
Members  may  be  called  at  any  time
by the Board of Managers.  Business  transacted  at  any
special meeting  of  Members  shall  be
limited to matters relating to the purpose or purposes stated
in the notice of meeting.

               (e)    Notice of Meetings.  Except as otherwise
provided  by  law,  written  notice
of each meeting of Members, whether annual or special,  shall
be given  not  less  than  10  nor
more than sixty (60) days before the date of the meeting to
each Member entitled to vote  at  such
meeting.  The notices of all meetings shall state the place,
date and  hour  of  the  meeting.  The
notice of a special meeting shall state, in addition,  the
purpose  or  purposes  for  which  the
meeting is called.  If mailed, notice is given when deposited
in the United  States  mail,  postage
prepaid, directed to the Member at his address as it appears on
the records of the LLC.

               (f)    Action  at  Meeting.  When  a  quorum  is
present  at  any   meeting,   the
Members representing a majority of the total Percentage
Interests of all Members  entitled  to  vote (or if there are
two or more classes of Members entitled to vote as separate
classes, then in the case of each such class, the holders of a
majority of the total Percentage Interests of that  class
entitled to vote on such matter) shall decide any matter to be
voted upon by the Members  at  such meeting, except when a
different vote is required by express provision  of  law,  the
Certificate or this Agreement.

               (g)    Action.     Any action required or
permitted to  be  taken  at any annual or special meeting of Members of the LLC 
may  be taken  without  a  meeting,  without prior notice and without a
vote, if a consent in writing, setting forth the action  so
taken,  is signed by the Members having not  less  than  the
minimum  aggregate  Percentage  Interests  that would be
necessary to authorize or take such action at a meeting at
which all  Members  to  vote on such action were present and
voted. Prompt  notice  of  the  taking  of  an  action  without
a meeting by less than unanimous written consent shall be
given to  those  Members  who  have  not consented in writing.

      6.04       Interpretation of Rights and  Duties  of
Managers  and  Members.  To  the  fullest
extent permitted by the Act and other applicable law, and to
the extent not inconsistent with  the specific provisions of this Agreement 
or the Certificate, it is the intention of the parties that:

               (a)    the Board of  Managers  shall  have  the
power  to  do  any  and  all  acts,
statutory and otherwise, with respect to the LLC which  the
board  of  directors  of  a  Delaware
corporation would have with respect to such Delaware
corporation; and

               (b)    the Members shall have no power or
authority  whatsoever  with  respect  to
the management of the business and affairs of the LLC,

       6.05   Certain Permitted Transactions.  Without
limitation of any of its  powers  set  forth
in Section 6.01 above, the Board of Managers is expressly
authorized, in the name and  on  behalf
of the LLC, to cause the LLC  to  enter  into  a  Property
Management  Agreement  with  Claremont Management  Company,
pursuant  to  which  Claremont  Management  Company  will
provide   certain property management services to the LLC.

6.06   Budget and Major Decisions.

                  (a)       Not  less  often   than   Once
each fiscal   Year,   the   Board   of   Managers   shall
prepare  and submit  to   the   Members for   their
consideration   a budget   (the   "Budget")   setting   forth the  estimated
receipts  and  expenditures   (capital,   Operating   and
other)   of   the   LLC   for   the   period covered  by   the
Budget.   The   Members   shall   review   and   adjust   the
Budget   on   a   quarterly   basis.  When   the   Consent   of
the   Members   to   any   Budget   has   been   obtained,
the Board    of   Managers shall  implement  the  Budget  and  shall   be   
authorized, subject   to   the   provisions   of   Section   6.06(b),
without the   need   for   any   further   Consent   of   the   Members
to   make   the   expenditures   and   incur the obligations
provided for in the Budget.

                  (b)       Notwithstanding   the provisions
of   Section   6.01   or   any   other   provision   of this
Agreement  to  the  contrary,   without   the   prior written
Consent   of   the   Members,   no   act   shall be   taken,
sum   expended,   decision   made   or   obligation incurred
by    the    LLC,    the    Board    of Managers,   the
Property   Manager,   or   any   Member   with   respect   to
a matter   within   the   scope   of any  of  the   major
decisions   enumerated   below   (the   'Major   Decisions'),
unless   and   until   the   same has   been   expressly
delegated   by   the   Members   in   writing.    The    Major
Decisions    shall    include:

                   (i)     the acquisition of real estate other than the 
Property;

                   (ii)    changing   the   use   of the   Property   from
its    contemplated    use    a residential rental apartment complex;

                   (iii)   under or making commitments to undertake major
improvements   to   the   Property,   meaning thereby improvements    of 
such    a    major    scope    as   may reasonably   be   construed   to   be 
such,   having   due regard   for   the   cost   thereof,   the nature   and
extent   of   the   work,   labor   and   materials,   the
duration    of    performing    and   installing the same, and
the impact thereof on the Property;

                   (iv)    selling   the   Property or any   material    part  
  thereof,    directly    or  indirectly;

                  (v)     offering or selling interests in the LLC;

                   (vi)    exercising    the    powers under    Section   
 6.01(b) as to secured borrowing   or   mortgaging   for   obligations,  
 except that, the   Managers,   without    the    consent     of  the
Members, shall  have  the  right  to   refinance   the   Heller   Loan
as   long   as   the   terms  of the new loan(s) are no less
favorable to the LLC than the existing loans.

                  (vii)   selecting    or    varying
depreciation    and     accounting     methods     and  making
other   decisions   with   respect   to   treatment   of
various   transactions   for   state   or  federal   income
tax    purposes    or    other    financial    purposes    not
otherwise    specifically  provided   for   herein,   provided
that   such   methods   and   decisions   shall   be
consistent with  the other provisions of this Agreement;

                  (viii)  the  approval  of   all construction   and   
architectural   contracts   and   all architectural   plans,   specifications 
and   drawings prior to  the    construction,    addition    to  and/or
alteration of  the  Property  or  any  portion  thereof,  and  any
Modifications   of   such  contracts,   plans,   specifications
and   drawings,   except   for   such   matters   as   may   be
expressly delegated in writing to the Property Manager by the
Members;

               (ix)    determining  whether  or  not distributions   should
   be   made   to   the        Members;
               (x)     approving  the  Budget pursuant to   the provisions  
 of   Section  6.06  hereof-,

               (xi)    making   any   expenditure   or incurring   any   
obligation   which   when  added to any  other  expenditure  for  the  fiscal 
year of  the  LLC  exceeds  the  Budget  or  any  line item specified in the 
Budget;

                (xii)   the  selection,  termination or removal  of  the  
Property  Manager   other  than pursuant to the terms of the Property Management
Agreement;

                (xiii)  the election of the members of the Board of Managers; or

                (xiv)  any  other   decision   or action   which   by   any  
 provision   of   this  Agreement  is  subject  to  the  Consent  of  the
Members or  which  materially  affects   the   LLC or the
assets or operations thereof.

       6.07  Binding  the  LLC.   Except   as   the   Board of Managers   may 
generally   or   in   any particular  case  or cases  otherwise  authorize,
and   subject   to   the   other provisions   of   this Agreement and the  
Certificate,  all deeds,  leases,  contracts,  bonds,  notes,  checks,  drafts
or other obligations  made,  accepted  or  endorsed  by  the
LLC shall  be  signed  by  the  Managers  or  any   one of
them acting  singly.

       6.08   Contracts   with   Members.   Subject   to   the
provisions   of   Section   6.06,   with    the approval  of  a
majority  in  number  of  disinterested  Managers  in  each
case,  the   LLC   may   engage in  business  with,  or  enter
into  one  or  more  agreements,  leases,  contracts  or  other
arrangements for  the  furnishing  to  or  by  the  LLC  of
goods,  services  or  space  with  any  Member  or  Affiliate
of a  Member,  and  may  pay  compensation  in  connection
with such  business,   goods,       services   or space,
provided  in each  case  the  amounts  payable  thereunder  are  reasonably
comparable   to   those which   would   be   payable   to
unaffiliated   Persons   under   similar   agreements,   and
if    the determination of such amounts  is  made  in  good
faith  it  shall  be  conclusive  absent  manifest  error.

       6.09   Indemnification and Exculpation.

                (a)     No Manager, or its Affiliates, shall
have  any  liability  to  the  LLC  or  to  any
Member  for  any  loss  suffered  by  the  LLC  which  arises
out  of  any  action  or   inaction   of   any Manager or its
Affiliates  if  such  Manager  or  its  Affiliates,  as  the
case  may  be,  in  good  faith, determined that such  course
of conduct  was  in  the  best  interests  of  the  LLC  and
such course  of conduct  did  not  constitute  gross
negligence   or willful   misconduct   of  such   Manager   or
its Affiliates.  Each  Manager  and  its  Affiliates  shall  be  indemnified  by
the  LLC  against  any  losses, judgments, liabilities.
expenses and  amounts  paid  in  settlement  of  any  claims
sustained by  it  with respect to actions taken by such Manager
or its Affiliates  on  behalf  of  the  LLC,  provided  that no
indemnification shall be provided for any person  with  respect
to  any  matter  as  to  which  he shall have been adjudicated
in any proceeding not to have  acted  in  good  faith  in  the
reasonable belief that his action was in the best interest of
the LLC.  Without  limiting  the  foregoing,  such
indemnification may include payment  by  the  LLC  of  expenses
incurred  in defending  a  civil  or criminal action or
proceeding in advance of the  final  disposition  of  such
action  or  proceeding, upon receipt of an undertaking by the
person  indemnified  to repay  such  payment  if  he  shall  be
adjudicated not to be entitled to indemnification  under  this
Section  6.9,  which undertaking  may be accepted without
reference to  the  financial ability  of  such  person  to
make  repayment,  Any indemnification to be provided hereunder
may  be  provided although  the  person  to  be  indemnified is
no longer a Manager or an Affiliate of a Manager.
               
            (b)     Notwithstanding  the  provisions  of
Section  6.9(a)  above,   foregoing,   no
Manager, nor  its  respective  Affiliates,  nor  any  person
acting  as  a  broker-dealer,  shall  be
indemnified for any losses, liabilities or expenses arising
from or  out  of  a  violation  of  federal
or state securities laws or  any  other  intentional  or
criminal  wrongdoing.  Any  indemnity  under this Section 6.9
shall be paid from, and only to the extent  of,  LLC  assets,
and  no  Member  shall have any personal liability on amount
thereof.  The LLC shall  not  incur  the  cost  of  that
portion of any insurance,  other  than  public  liability
insurance, which  insures  any  party  against  any liability
as to which such party is herein prohibited from being
indemnified.

        6.10         Other Activities.  Except  as  provided
in Section  6.  10(b)  below,  the  Members, Managers and  any
Affiliates  of  any  of  them,  may  engage  in  and  possess
interests  in  other business, ventures and investment
opportunities  of  every  kind  and  description,
independently or with  others,  including  serving  as
directors,  officers, stockholders,  managers,   members    and
general or limited partners of corporations, partnerships or other limited
liability  companies  with purposes similar to those of the
LLC. Neither  the  LLC  nor  any  other  Member  or  Manager
shall have any rights in or to such ventures or opportunities
or the income or profits therefrom.

                    ARTICLE VII

                   Fiscal Matters

        7.01  Books  and  Records.  The  Board  of  Managers
shall   keep   or   cause   one   Manager or a designated third
party to keep, complete and accurate  books  and  records  of
the  LLC  on  the income tax method of  reporting  and
otherwise in  accordance  with  generally  accepted  accounting
principles consistently applied, which shall be  maintained and
be available,  in  addition  to  any documents and information
required to be furnished to  the  Members  under  the  Act,  at
the  office of the LLC for  examination  and  copying  by  any
Member  or  Manager,  or  his,  her  or  its  duly authorized
representative, at its reasonable request and  at  its  expense
during  ordinary  business hours.  A current list  of  the
full name  and  last  known  address  of  each  Member  and
Manager, a copy of this Agreement, any amendments thereto,  the
Certificate,  including  all  certificates  of amendment
thereto, executed  copies  of  all  powers  of  attorney,  if
any, pursuant  to  which  this Agreement,  any  amendment,  the
Certificate  or  any  certificate  of  amendment  has been
executed, copies of the LLC's financial  statements  and
federal,  state  and  local  income  tax  returns  and
reports, if any, for the three most recent fiscal years,
shall be maintained at the registered  office of the LLC
required by the Act.
       The LLC shall have no obligation to deliver or  mail
a copy  of  the  Certificate  or  any
amendment thereto to the Members .

       7.02 Reports.  Within one hundred twenty (120) days
after the  end  of  each  fiscal  year,
the Board of Managers shall cause to be prepared and sent to
all Members  a  financial  report  of
the LLC, including a balance sheet and a profit and loss
statement, and, if such  profit  and  loss
statement is not prepared on a cash basis, a statement of
changes in  financial  position,  all  of
which shall be certified by an independent certified public
accountant if required  by  Consent  of
the Members.  Within ninety (90) days after the end  of  each
fiscal  year,  the  Board  of  Managers shall furnish (or cause
to be  furnished)  to  all  Members  such  information  as  may
be  needed  to enable the Members to file their federal  income
tax  return  and  any  required  state  income  tax return.
The cost of all  such  reporting  shall  be  paid  by  the  LLC
as an  LLC  expense.  Any Member may, at any time, at its own
expense, cause an  audit  of  the  LLC  books  to  be  made  by
a certified public accountant of its own selection, All
expenses incurred by such accountant  shall be home by such
Member.

       7.03    Bank Accounts.  The  Board  of  Managers  shall
be  responsible  for  causing  one  or
more accounts to be maintained in a bank (or banks) which  is
a member  of  the  F.D.I.C.,  which accounts shall be used for
the payment  of  the  expenditures  incurred  in  connection
with the business of the LLC, and in which shall be deposited
any and all cash receipts.  All  deposits  and funds not needed
for the operations  of  the  LLC  may  be  invested  in  short-
term investments, including securities issued or fully
guaranteed  by United  States  government  agencies,
certificates of deposit of banks, bank  repurchase  agreements
covering  the  securities of  the  United  States government,
commercial paper rated  A  or better  by  Moody's  Investors
Services,  Inc.,  money market funds, interest-bearing time
deposits in banks and thrift institutions and  such  other
similar investments as the Board of Managers may  approve.  All
such  amounts  shall  be  and remain  the property of the LLC,
and  shall  be  received,  held and  disbursed  by  the  Board
of  Managers  for the purposes specified in this Agreement.
There shall not be  deposited  in any  of  said  accounts any
funds other than funds belonging  to the  LLC,  and  no  other
funds  shall  in  any  way  be commingled with  such  funds.
Withdrawals  from  any  LLC  bank or  similar  account  shall
be  made and other activity conducted on such signature or
signatures as shall  be  approved by  the  Board of Managers.

     7.04    Fiscal Year.  The fiscal  year  of  the  LLC
shall  end  on  December  31  of  each  year.

       7.05   Tax Matters  Partner.  The  Board  of  Managers
shall  designate  a  Member  to  serve
as the "tax matters partner" of the LLC.  If at any time such
person  is  not  eligible  under  the
Code to serve, or refuses to  serve,  as  the  "tax  matters
partner,"  another  Member  shall  be
designated by the Board of Managers to serve  as  the  "tax
matters  partner."  The  "tax  matters
partner" is hereby authorized to and shall perform all duties
of a "tax matters partner" under                      the
Code and shall serve as "tax matters partner" until his,  her
or its  resignation  or  until  the
designation of his, her or its successor, whichever occurs
sooner.

                      ARTICLE VII
                             
                   Transfer ofInterests
       8.01   General Restrictions on Transfer.

               (a)     No Member may  Transfer  his,  her  or
its  interest  in  the  LLC  unless  the Board  of  Managers  (acting  
exclusive  of  any  Manager which is,  or  is  affiliated   with,   the
Transferring  Member)  and  the  other  Member  shall  have
previously  approved  such   Transfer   in
writing, the  granting  or  denying  of  which  approval  shall
be  in  the  Board's  and  such  other
Member's  absolute   discretion.

       No assignment of the interest of  a  Member  shall  be
made  if,  in  the  opinion  of  counsel
to the LLC, such assignment  (i)  may  not  be  effected
without registration  under  the  Securities
Act, (ii) would result in the violation of any applicable state
securities laws, (iii) unless  approved
by the Board of Managers (acting exclusive of  any  Manager
which  is,  or  is  affiliated  with,  the
Transferring Member), would result in  a  termination  of  the
LLC  under  Section  708  of  the  Code
or (iv) unless approved  by  the  Board  of  Managers  (acting
exclusive  of  any  Manager  which  is,
or is affiliated with, the Transferring Member), would result
in the  treatment  of  the  LLC  as  an
association  taxable  as  a  corporation  or  as  a  "publicly
traded  limited  partnership"  for   tax
purposes.  The LLC shall not  be  required  to  recognize  any
such  assignment  until  the  instrument
conveying such  interest  has  been  delivered  to  the  Board
of  Managers  for  recordation  on  the
books  of  the  LLC.  Unless  an  assignee  becomes  a
substituted  Member  in  accordance  with   the
provisions of Section 8.01(b), it shall not be entitled to any
of  the  rights  granted  to  a  Member
hereunder, other than the right to receive all or part of the
share  of  the  net  profits,  net  losses,
cash distributions or return of capital to which his assignor
would otherwise be entitled.

               (b)     An assignee of  the  interest  of  a
Member,  or  any  portion  thereof,  shall
become a substituted Member entitled to all the rights of a
Member if, and only if:

                       (i)     the assignor gives the assignee such right;

                       (ii)    the remaining Member  shall have consented  to
such  substitution  in writing,  the  granting  or  denying  of  which  
consent shall  be  in  her  or  its   absolute discretion:

                       (iii)   the assignee pays to the LLC all
costs and expenses       incurred    in connection  with  such  substitution,
including specifically,  without   limitation,   costs incurred in the review
and  processing  of  the assignment  and  in  amending  the  LLC's  then
current Certificate and/ or Operating Agreement, if required; and

                       (iv)    the assignee executes  and delivers  an  
Amendment  to  this  Agreement  (and to the  Certificate,  if  required), 
which Amendment  shall  be  executed  by  a  Manager and by such assignee, 
and  such  other  instruments,  in form  and  substance  satisfactory  to
the Board of Managers (acting exclusive  of  any manager which  is,  or  is
affiliated  with, the  assigning  Member),  as  may  be  necessary,
appropriate  or  desirable  to  effect   such in Section 8.02(b), shall be 
deemed(L by acceptance of the acquisition  thereof,  to  have  agreed  to
be subject to and bound by all of the obligations of this
Agreement with  respect  to  such  interest
and shall be subject to the provisions of this Agreement with
respect  to  any  subsequent  Transfer of such interest.

               (e)      Any Transfer in contravention of any of
the  provisions  of  this  Agreement
shall be null and void and ineffective to transfer any interest
in the LLC, and shall  not  bind,  or
be  recognized  by,  or  on  the  books  of,  the  LLC,  and
any transferee  or  assignee  in  such
transaction shall not be or be treated as or deemed to  be  a
Member  for  any  purpose,  except  to
the extent  provided  in  Section  8.01(d)  above.  In  the
event  any  Member  shall  at  any  time
Transfer an interest in the LLC in contravention of any of the
provisions  of  this  Agreement,  then
each other Member shall, in addition to all rights and remedies
at law and  equity,  be  entitled  to
a decree or order restraining and  enjoining  such
transaction, and  the  offending  Member  shall  not
plead in defense thereto that  there  would  be  an  adequate
remedy  at  law;  it  being  expressly
hereby  acknowledged  and  agreed  that  damages  at  law
would be  an  inadequate  remedy  for   a
breach or threatened breach of  the  provisions  of  this
Agreement  concerning  such  transactions.

     8.03   Transfers of Interests by Members Who Serve as Managers.

               (a)      A Transfer or assignment  of  an
interest  by  a  Member  who  serves  as  a
Manager shall transfer only the economic interest, rights,
duties and obligations of  the  transferor
in its capacity as a Member, and no transferee  shall  obtain,
as  a  result  of  such  Transfer  or
assignment, any rights as a Manager.

             (b)      A Member serving as a Manager who assigns
or  Transfers  all  (but  not  less than all) of its interest as a Member 
shall be deemed to have tendered  his  or  her  resignation  as
a Manager to the Board of Managers effective as of  the  date
of such  transfer  or  assignment.  A
majority  of  the  Board  of  Managers,  exclusive  of  the
resigning  member,  may  accept  or   reject
such resignation.  If accepted, the acceptance date shall be
the effective date  of  the  resignation.
Failure to reject such resignation within thirty (30) days
after the tender thereof shall be  deemed
to constitute acceptance of such resignation.

        8.04  Permitted  Transfers.  The  following  Transfers
shall  be   permitted   without   the
approval of the  Board  of  Managers  otherwise  required
under Section  8.01(a)  above,  but  such
permitted Transfers shall in any event be subject to Sections
8.01(b) and 8.02 hereof:

               (a)      An interest as a Member of the LLC may
be  Transferred  from  time  to  time
as a part of any proceeding under  the  present  or  any
future federal  bankruptcy  act  or  any  other
present or future applicable federal,  state,  or  other
statute or  law  relating  to  bankruptcy,
insolvency, or other relief for debtors, and subject to  the
requirements  and  provisions  thereof.

               (b)      An interest as a Member of the LLC may
be  Transferred  from  time  to  time
to any Legal Representative(s) and/or  Affiliate(s)  and/or
member(s)  of  the  Immediate  Family  of
the transferring Member.

 8.05     Right of First Refusal.

               (a)    A Member may Transfer the whole or any
portion of  his,  her  or  its  interest
as a  Member  of  the  LLC  without  the  approval  of  the
Board  of  Managers  otherwise  required
under this Agreement if such Member  (the  "Offering  Member")
first  obtains  a  Bona  Fide  Offer
for the purchase of the entire interest to be  Transferred  and
makes  the  interest  which  is  the
subject of the Bona Fide Offer available to the other Members
on a  first  refusal  basis  upon  the
same terms and provisions as are set forth in  such  Bona  Fide
Offer,  in  the  manner  hereinafter
set forth.

               (b)    The Offering Member  shall  furnish  a
true  and  complete  copy  of  the  Bona
Fide  Offer  to  each  other  Member,  together  with  full
and fair  disclosure  of  any  material
information available as to the proposed  transaction and  the
parties  thereto,  and  the  other
Members shall have a period of  sixty  (60)  days  thereafter
within  which  to  elect,  by  written
notice to the Offering Member (the  "Exercise  Notice"),  to
purchase  the  entire  interest  to  be
Transferred at the price (the "Purchase Price") and upon  the
terms  set  forth  in  the  Bona  Fide
offer.  Each  Exercise  Notice  shall  contain  a  statement
of the  maximum  percentage   of   the
Offering Member's  interest  which  the  Member  giving  such
notice  wishes  to  purchase,  and  if
such amounts do not total at least 100% of the  Offering
Member's  interest  which  is  the  subject
of the Bona Fide Offer, then no Member  shall  have  the  right
to  purchase  any  interest  of  the
Offering Member.

               (c)    If there shall be  a  dispute  as  to the
amount  of  the  Offering  Member's interest  which  any  Member(s)   may   
purchase   pursuant to Section8.05(b),   each   Member
participating in any such purchase (a 'Purchasing  Member')
shall  be  entitled  to  purchase  a  pro
rata  amount  of  the  Offering  Member's  interest  based
upon the  Percentage  Interest  of  such
Purchasing  Member  in  relation  to  the  aggregate
Percentage Interests  held  by     all   Members
participating in such purchase, unless  the  Purchasing
Members agree  to  purchase  such  interest
based upon an allocation other than such pro rata allocation.

               (d)    If the interest of the Offering Member is
being  purchased  by  one  or  more Purchasing Members, the closing shall 
take place at the principal office of  the  LLC,  on  the  date
specified in the Exercise Notice of  the  Purchasing  Member
who is  purchasing  the  largest  portion
of such interest (which date shall not be earlier than ten (10)
nor more than thirty (30) days  after
the sixtieth (60th) day following delivery of such  Exercise
Notice  to  the  Offering  Member).  At
the closing, the Purchase Price shall be  paid  by  the
Purchasing  Member(s)  upon  the  terms  set
forth in ft Bona Fide Offer and the Offering  Member  shall
execute  and  deliver  such  instruments
as may be required to vest in the Purchasing Member(s) (or his,
her, its,  or  their  designees)  the
interest to be sold free and clear of all liens, claims  and
encumbrances.  All  information,  trade
secrets or confidential financial or other data of the LLC
shall be the  property  of  the  LLC,  and
the Offering Member shall not  disclose  or  use  to  the
detriment  of  the  other  Member(s)  any
confidential information, trade secrets  or  confidential
financial  or  other  data  of  the  LLC;
provided,  however,  that  the  offering  Member  may  make
such disclosures  as  he,  she,  or  it
reasonably believes may be required by  law,  regulation,  or
rule  of  any  government  authority
or any court order or other legal process.

     (e)    If the interest of the offering Member  shall  not
be  purchased  by  Purchasing
Member(s) as aforesaid, the  Offering  Member  may  sell  such
interest  to  the  maker  of  the  Bona
Fide offer, but only upon the terms and provisions  originally
set  forth  in  the  Bona  Fide  Offer,
provided such sale satisfies the following requirements:
                       (i)     Such sale is concluded  within
one  hundred  twenty  (120)  days  after
the delivery to the offeree of the Bona Fide offer; and

                       (ii)    The maker  of  the  Bona  Fide
offer  shall  enter  into  a  valid  and
binding agreement the effect of which will  be  that
any interest  in  the  LLC  which  is  so
Transferred shall continue to remain subject to  the
provisions  of  this  Agreement  with  the
same force and effect as if such Person had originally
been a party hereto.

                              ARTICLE IX
                        Dissolution and Termination

       9.01  Events  Causing  Dissolution.  The  LLC  shall
be dissolved  and  its   affairs   wound
up upon:

                (a)    the sale or other disposition of all or
substantially all of the assets  of  the
LLC, unless the disposition is a  transfer  of  assets  of
the LLC  in  return  for  consideration  other
than cash and the Board of Managers determines not  to
distribute  any  such  non-cash  items  to  the
Members;

                (b)    subject  to  the  provisions  of Section
9.02,  upon  the   death,   insanity, retirement,  resignation,  expulsion,
Bankruptcy, dissolution or  occurrence  of  any  other   event
which  terminates  the  membership  of  a  Member,  except
for a  Transfer  effected  in   accordance
with the provisions of Article VIII;

                (c)    the election to dissolve the LLC made in
writing  by  the  Board  of  Managers with the Consent of the Members,

                (d)    any consolidation or merger of  the  LLC
with  or  into  any  entity  following
which the LLC is not the resulting or surviving entity;

                (e)    the occurrence  of  an  Event  of Default
following  which  the  non-Defaulter
elects to dissolve the LLC pursuant to the provisions of
Section 10-02(d); or

                (f)    the  occurrence  of  an  event specified
under  the  laws  of  the  State   of
Delaware as one effecting dissolution,  except  that  where,
under  the  terms of  this  Agreement  or
the Act,  the  LLC  is  not  to  terminate,  then  the  LLC
shall  immediately  be  reconstituted  and
reformed on all the applicable terms, conditions, and
provisions of this Agreement,

                (g)    December 31, 2010.

       9.02         Continuation of the LLC.
Notwithstanding the occurrence of an event specified in Section
9.01(b), the LLC shall not be dissolved  and  its  business  and
affairs  shall  not  be
discontinued, and the LLC shall remain in existence as  a
limited  liability  company  under  the
laws of the State of Delaware, if the remaining Members, acting
by Consent,  elect  within  ninety
(90) days after such occurrence to continue the LLC and  the
LLC's  business.  If  such  election
to continue the LLC and its business is  made  by  one  Member,
an  additional  Member  shall  be
admitted to the LLC in connection with such election.

       9.03          Procedures on Dissolution.  Dissolution of
the LLC shall  be  effective  on  the  day
on which occurs the event giving rise to the dissolution, but
the LLC shall  not  terminate  until
the Certificate shall have been cancelled and the assets of the
LLC shall  have  been  distributed
as provided herein.  Notwithstanding the dissolution of the LLC,
prior to the  termination  of  the
LLC, as aforesaid, the business of the LLC  and  the  affairs
of the  Members,  as  such,  shall
continue to be governed by  this  Agreement.  The Board  of
Managers  or,  if  there  be  none,  a
liquidator appointed with the Consent of the Members, shall
liquidate  the  assets  of  the  LLC,
apply and distribute the proceeds  thereof  as  contemplated  by
this  Agreement  and  cause  the
cancellation of the Certificate.

       9.04  Management Rights During Winding Up.    During  the
period  of  the  winding  up
of the affairs of the LLC, the rights and obligations of the
Members set forth herein with respect
to the management  of  the  LLC  shall  continue,  For  purposes
of  winding  up,  the  Board  of
Managers shall continue to act as such and shall make all
decisions relating  to  the  conduct  of
any business or operations during the winding up period and to
the sale or  other  disposition  of
LLC assets; provided that if the termination of the LLC results
from  an  Event  of  Default,  the
defaulting Member shall have no further right to participate in
the management or affairs  of  the
Venture or to attend Board of Manager meetings or vote on
decisions  by  the  Board  of  Managers,
but shall nonetheless  be  bound  by  all  decisions  made  by
the  non-Defaulter.  Each  Member
hereby waives any claims it may  have  against  the  non
Defaulter  that  may  arise  out  of  the
management by the non-Defaulter of the LLC, so long as such  non
Defaulter  acts  in  good  faith.

       9.05   Distributions Upon Liquidation.  If  the  LLC  is
dissolved  for  any  reason  while
there is work in progress on the development or construction of
the  Property  and  Improvements,
winding up of the affairs and termination of the  business  of
the  LLC  may  include  completion
of the work in progress to the extent of constructing and
leasing or  selling  improvements  then
being developed on  such  Property  or  Improvements  as  the
Board  of  Managers  may  determine
to be necessary to bring the matters under construction to a
state  of  completion  convenient  to
permit a sale of the LLC's interest in such work, giving due
regard  to  the  interests  of  the
Members.

       9.06   Distributions Upon Liquidation.
              (a)     After payment of liabilities owing to
creditors, the Board  of  Managers  or
liquidator shall set up such reserves as it deems  reasonably
necessary  for  any  contingent  or
unforeseen liabilities or obligations of the LLC.  Said reserves
may be  paid  over  by  the  Board
of Managers or such liquidator to a bank, to be held in escrow
for  the  purpose  of  paying  any
such contingent or unforeseen liabilities or obligations and, at
the expiration of such period  as
the Board or liquidator may deem advisable, such reserves shall
be  distributed  to  the  Members
or their assigns in the manner set forth in paragraph (b) below.

              (b)     After paying such liabilities and
providing for such reserves, the Board  of
Managers or liquidator shall cause the remaining net assets of
the LLC to be  distributed  to  and
among  the  Members  in  accordance  with  their  respective
positive  Adjusted  Capital  Account
balances (after such balances have been adjusted to reflect the
allocation of Net Profits  or  Net
Losses arising from such event pursuant to Sections 5.01, 5.02
and 5.03) . In the event that  any
part of such net assets consists of notes or accounts receivable
or  other  non-cash  assets,  the
Board of Managers or liquidator may  take  whatever  steps  it
deems  appropriate  to  convert  such
assets into cash or into any other form which would facilitate
the distribution  thereof.  If  any
assets of the LLC are to be distributed in kind, such assets
shall be distributed on the basis  of
their fair market value (net of any liabilities).  Any dispute
concerning such  fair  market  value
shall be settled by arbitration in accordance with the
provisions of Article XII.

       9.07  Disposition of  Documents  and  Records.  All
documents  and  records  of  the  LLC
including, without  limitation,  all  financial  records,
vouchers,  canceled  checks  and  bank
statements, shall be delivered to HPP upon termination of the LLC.

                             ARTICLE X

                      Default and Dissolution

       10.01 Events of Default.

               (a)    The occurrence of any of the following
events shall constitute an  event  of
default (an "Event of Default") hereunder on the part of the
Member  with  respect  to  whom  such
event occurs (a "Defaulting Member") if within thirty (30) days
following notice of  such  default
from the other Member (ten (10) days if the default is due
solely to the  nonpayment  of  monies),
the Defaulting Member fails to pay such monies,  or  in  the
case  of  non-monetary  defaults,  fails
to commence substantial efforts to cure such default or
thereafter fails within a reasonable  time
to prosecute to completion with diligence and continuity  the
curing  of  such  default;  provided,
however,  that  the  Bankruptcy  of  a  Member  shall
constitute an  Event  of  Default  immediately upon  such
occurrence without  any  requirement  of  notice  or  passage
of  time (except      as specifically set forth in ft definition
of "Bankruptcy" set forth in Article XIV).

                      (i)     the violation by a Member of any
of the restrictions  set  forth  in
Article VIII of this Agreement upon the right of a Member
to transfer her or  its  interest
       in the LLC;

                      (ii)    the Bankruptcy of a Member; and

                      (iii)   a default in the performance of or
a  failure  to  comply  with  any  other material agreements, obligations  or 
undertakings of  a  Member  herein  contained.

       10.02   Election of Non-Defaulting Member.

               (a)    Upon the occurrence of an Event  of
Default  by  a  Defaulting  Member,  the
Non-Defaulting Member shall have the right  to  acquire  the
interest  of  the  Defaulting  Member
for cash, except as provided in Section 10,02 (b) hereof, at a
price  determined  pursuant  to  the
appraisal procedures set forth in Article XI, subject to
adjustment as set forth in  Section  10.03
(b).  In  furtherance  of  such  right,  the  Non-Defaulting
Member  may  notify  the   Defaulting
Member at any time following an Event  of  Default  of  the  Non
Defaulting  Member's  election  to institute the appraisal
procedures set forth in Article )U.  Upon the  determination  of
the  value of  the  Defaulting  Member's  interest,  the  Non
Defaulting  Member  may  notify  the  Defaulting Member of the
election by the Non-Defaulting Member to purchase  the  interest
of  the  Defaulting Member.

               (b)    In the event that an Event of Default
consists  of  the  Bankruptcy  of  the
Defaulting Member, the Non-Defaulting Member shall  have  the
right  to  purchase  the  Defaulting Member's interest by
payment of twenty percent (20%)  of  the  purchase  price  (as
determined  by the appraisal procedure pursuant to Article XI)
for such interest at closing, the  balance  of  the purchase
price to be payable in equal monthly installments over a period
of  five  (5)  years,  the unpaid balance to bear interest at
the Designated Prime Rate as of the date of  closing,  with  the
right of prepayment of any amount at any time without premium.

               (c)    The closing of the purchase shall take
place as provided  in  Section  10.03;
provided, that upon the closing of such purchase the Non
Defaulting  Member  may  elect  to  offset against the purchase
price the amount of any loss, damage  or  injury,  the  amount
of  which  has been established by a final non-appealable
judgment, caused to it by the default of the  Defaulting
Member.

               (d)    If the Non-Defaulting Member does not elect
to acquire  the  entire  interest of the Defaulting Member as  set  forth  in
Section  10.02 (a), the  Non-Defaulting  Member  may elect to dissolve and
terminate the LLC pursuant to Section  9.01  of  this  Agreement
by written notice to the  Defaulting  Member.  The  right  of
the Non-Defaulting  Member  to  institute  the procedures for
purchase of the Defaulting Member's interest as set  forth  in
this  Section  10.02 shall continue unless  and  until  such
NonDefaulting  Member  elects  to  exercise  its  right  to
terminate the LLC as provided in this Section-10.02 (d).

       10.03    Closing.
               (a)    The closing of any sale of an interest in
the LLC pursuant  to  this  Article
X (the "Closing") shall be held at the principal office  of  the
LLC,  unless  otherwise  mutually
agreed, on a mutually acceptable date not more than  sixty  (60)
days  after  receipt  of  written
notice  from  the  Non-Defaulting  Member  to  purchase  the
interest  of  the  Defaulting  Member pursuant to the provisions
of Section 10.02 and the determination of the value  of  the
Defaulting Member's interest pursuant to the appraisal
procedures set forth in Article XI.

             (b)    At  the  Closing,  any  closing
adjustments  which  are   then   usual   and
customary, shall be made between the purchasing party or parties
and  each  selling  party  as  of
the date of Closing- The price to be paid for a selling Member's
interest also  shall  be  adjusted
as follows, There shall be determined, as of the date  of  the
Closing,  (i)  the  aggregate  amount
of all additional capital contributions made by the selling
Member pursuant to  the  provisions  of
this Agreement between the date as of which the price for such
interest  was  established  and  the
date of the Closing, and (ii) the aggregate amount of all
distributions,  whether  of  capital  or
otherwise, made to the selling Member during such period
pursuant to  the  provisions  of  Article IV. If the amount
determined under clause (i) exceeds the  amount  determined
under  clause (ii), the price shall be increased by an amount
equal to such excess-, if  the  amount  determined  under clause
(ii) exceeds the amount determined under clause (i), the price
shall  be decreased  by  an amount equal to such excess.  Any
Member transferring  its  or  his  interest  shall  transfer
such interest free and clear of any liens, encumbrances or any
interests of any third  party  and  shall execute or cause to be
executed any and all documents required  to  fully  transfer
such  Interest to the acquiring Members, including, but not
limited  to,  any  documents  necessary  to  evidence such
transfer, and all documents required to  release  any  interest
of  a  Member's  spouse  or  any other party who may claim an
interest in  such  interest.  Any  monetary  default  by  the
selling Member must be cured out of the proceeds  from  such
sale  at  the  Closing.  Following  the  date of Closing, the
selling Member shall have no further rights to any distributions
of  Distributable Cash, other LLC income or any distributions
attributable to  any  period  or  event  following  the date of
Closing and all such rights shall vest in the selling Member's
transferee.

                               ARTICLE XI
                                Appraisal

       11.01    General.    Whenever this Agreement provides
for the  valuation  of  an  interest  in
the LLC to be purchased or sold, the value of such interest in
the  LLC  shall  be  determined  as
follows.  The parties shall first attempt to agree upon the
"net fair  market  value'  of  the  LLC
and of the Interests in the LLC to be purchased or sold.  The
'net fair market  value'  of  the  LLC
shall mean the cash price which a sophisticated purchaser would
pay  on  the  effective  date  of  the appraisal for all
tangible assets of the LLC in  excess  of  the  mortgages  or
other liens  then encumbering the LLC's assets, such valuation to be made on 
the assumption  that  such  assets  are subject to the terms and
conditions of this  Agreement  and  to  any  other  agreements,
including leases, management and service agreements then  in
effect.  A  sophisticated  purchaser  shall  be one who would
take  into  account  the  nature,  extent,  maturity  date,
and other  terms  of  the liabilities of the LLC, whether fixed
or contingent, including the favorable or unfavorable  nature
of any mortgages or other liens then  encumbering  the
Property  or other  LLC  assets,  and  the prospects that the
income from the LLC assets would be sufficient to satisfy such
liabilities  when due, excluding any liability under  any
financing  already taken  into  account,  The  "net  fair
market value" of an interest shall mean the value of the
interest to be sold  or purchased,  based on the net fair
market value of  the  LLC,  and subject  to  the  terms  and
provisions  of  this Agreement.

        11.02   Appraisal Procedures.  In the event that the
Members are  unable  to  mutually  agree upon the net fair
market value of the LLC and of the interests  to  be  sold  or
purchased  within thirty (30) days following the date on which
the appraisal procedures set forth in this Article  XI are
instituted as provided in  this  Agreement,  the  Members
shall attempt  to  agree  upon  the appointment of three (3)
disinterested appraisers who shall be members of  the  American
Institute of Appraisers.  If the Members are unable to agree
upon  the  selection  of  three  (3)  appraisers within seventy
five (75) days of the date the  appraisal  procedures  are
instituted  as  Provided  in this Agreement, then a  petition
may  be  made  by  either  Member  to  the  presiding  judge
of the Superior Court  for  the  Commonwealth  of
Massachusetts, County  of  Suffolk,  for  such  selection.
Each Member shall have the right to submit  the  names  of
three  (3)  appraisers so  qualified  and the judge shall
select the three (3) appraisers  from  the  names  so
submitted.  Each  appraiser  so selected shall  furnish  the
Members  and  the  certified public  accountants  for  the  LLC
with  a written appraisal within ninety (90) days following his
selection,  setting  forth his  determination of the net fair
market value of all real estate and other tangible  assets
owned  by  the  LLC  as  of the date of the application to the
Superior Court.  Such appraisal shall assume  that  the  use
of  the Property shall be the highest and best use thereof, and
the  appraisal  shall  not include  any  value for  any
intangible  assets  of  the  LLC, such  as  goodwill.  The
average  of  the   two   closest valuations of such appraisers
shall be treated as the net fair market value  of  the  LLC
and  of  the interests to be sold or purchased hereunder and
such  determination  shall  be  final and  binding  on the
Members.  The cost of the appraisal shall be an expense of the
LLC.

                              ARTICLE XII
                              Arbitration
       12.01 Initiation.  In such  cases  where  this
Agreement provides  for  the  determination  of
any matter by arbitration, the game shall be settled  and
finally  determined  by  arbitration  in  the
City of  Boston,  Massachusetts  in  accordance  with  the
Rules of  Commercial  Arbitration  of  the American
Arbitration Association,  or  its  successor,  or   in   any
case   where the   American Arbitration Association, or its successor, is
not in existence or fails or  refuses  to  act  within  a
reasonably prompt period of time  (but  in  no  event
exceeding  sixty (60)  days  from  the  date  a request for
arbitration is filed), the arbitration shall proceed in
accordance with the laws relating to arbitration  then  in
effect  in  the  Commonwealth of  Massachusetts.  Any
arbitration  pursuant to this  Agreement shall  be  conducted
by  three  (3)  arbitrators,  The  judgment upon  the  award
rendered in any such arbitration shall be final and  binding
upon  the  parties  and  may  be  entered in any court having
jurisdiction thereof.

       12.02 Costs.  All fees and expenses of the arbitrators
and  all  other  expenses  of  the
arbitration, except for attorneys' fees, shall be shared  by
the Members  in  accordance  with  their respective Percentage
Interests.  Each Member shall bear its own attorneys' fees.

                        ARTICLE XIII

                      General Provisions

        13-01  Notices.  Except  for  notices  of  meetings  of
Managers  and   Members,   notice   of which shall be given in
the  manner  provided  in  Sections  6,02(h)  and  6.0a(e),
respectively,  any and all notices under this Agreement shall
be effective (a) on the  fourth  business  day  after  being
sent by registered or certified mail, return receipt requested,
postage prepaid,  (b)  on  the  first business  day  after
being  sent by  express  mail,  receipt  confirmed   telecopy,
or commercial overnight delivery service providing a receipt
for delivery, (c)  on  the  date  of  hand  delivery  or (d) on
the date actually received, if sent by any other method.  In
order to  be  effective,  all  such notices shall be addressed,
if to the LLC at its registered office  under  the  Act,  if
to  a Member at the last address of record on the LLC books,
and copies of such notices shall also  be  sent  to the last
address for the recipient which is known to the sender, if
different from the address  so specified.

        13.02   Word Meanings.  The words such as "herein,"
"hereinafter," and "hereunder" refer to this Agreement as a
whole and not  merely  to  a  subdivision  in  which  such
words appear unless the context otherwise requires.  The
singular  shall include  the  plural  and the masculine gender
shall include the feminine and neuter, and  vice  versa,
unless  the  context otherwise requires.

        13.03 Binding Provisions.  Subject to the restrictions
on transfers set forth  herein,  the
covenants and agreements contained herein shall be binding
upon, and  inure  to  the  benefit  of,
the parties hereto, their heirs, Legal Representatives,
successors and assigns.

       13.04  Applicable Law.  This Agreement  shall  be
construed  and  enforced  in  accordance
with the laws of the State of Delaware, including the Act, as
interpreted  by  the  courts  of  the
State of Delaware, notwithstanding any rules regarding choice
of law to the contrary.

        13.05  Counterparts. This Agreement  may  be  executed
in  several  counterparts  and  as
so executed shall constitute one agreement binding on all
parties hereto, notwithstanding that  all
of the parties have not signed the original or the same
counterpart.

        13 .06 Separability of  Provisions.  Each provision of
this  Agreement  shall  be  considered
separable.

        13.07  Section Titles.  Section titles are  for
descriptive  purposes  only  and  shall  not
control or alter the meaning of this Agreement as set forth in
the text.

        13.08 Amendments.  Except  as  otherwise  specifically
provided  in  this  Agreement,  this
Agreement may be amended or modified only with the Consent of
the Members.

        13-09 Third Party Beneficiaries.  The  provisions  of
this  Agreement,  including  Article
III (except Section 3.02), are not intended to be for the
benefit of  any  creditor  (other  than  a
Member who is a creditor) or other Person (other than a Member
or  Manager  in  his,  her  or  its capacity as such) to whom
any debts, liabilities or obligations  are  owed  by  (or  who
otherwise have any claim against) the- LLC or any of the
Members or Managers.  Moreover, notwithstanding
anything contained in this Agreement,  including  without
limitation  Article  III (except Section 3,02), no such
creditor or  other  Person  shall  obtain  any  rights  under
this Agreement or shall, by  reason  of  this  Agreement,  make
any claim  in  respect  of  any  debt, liability or obligation
(or otherwise) against the LLC or any Member or Manager.

       13. 10 Entire Agreement.        This   Agreement
embodies   the   entire   agreement   and
understanding between the parties hereto with respect to the
subject matter hereof  and  supersedes all prior agreements and
understandings relating to such subject matter.

        To the extent that any provision of this Agreement is
prohibited or ineffective  under  the
Act, this Agreement shall be considered amended to  the,
smallest  degree  possible  in  order  to
make  the  Agreement  effective  under  the  Act  (and,  if
the Act   is  subsequently amended   or interpreted  in  such
manner  as  to  make  effective  any  provision  of  this
Agreement   that   was formerly rendered invalid, such
provision shall  automatically  be  considered  to  be  valid
from  the effective  date  of  such  amendment  or
interpretation).  The Members  and  Managers   hereby   agree
that  each  Member  and each  Manager  shall  be  entitled  to
rely  on   the provisions   of   this Agreement,  and  no
Member  or  Manager shall  be  liable  to  the  LLC  or  any
other   Member   or Manager for any action  or  refusal  to
act  taken  in  good faith  reliance  on  the  terms  of  this
Agreement.

        The Members  and  the  Managers  hereby  agree  that
the duties  and  obligations  imposed  on the Members and
Managers as such shall  be  those  set  forth  in  this
Agreement,  which is  intended to  govern  the  relationship
among  the  LLC,  the Members  and  the  Managers,
notwithstanding  any provision of the Act or common law to the
contrary.
        13 .11 Waiver of Partition.  Each  Member  agrees  that
irreparable  damage  would  be  done to the LLC if any  Member
brought  an  action  in  court  to  dissolve  the  LLC.
Accordingly,  unless otherwise expressly authorized in  this
Agreement,  each  Member  agrees  that  he,  she  or  it  shall
not, either directly or indirectly, take any action to require
partition or  appraisal  of  the  LLC  or of  any  of  the
assets  or  properties  of  the  LLC,  and  notwithstanding
any provisions  of  this Agreement to the contrary, each Member
(and his,  her  or  its  successors  and  assigns)  accepts
the provisions of the Agreement as his, her or its  sole
entitlement on  termination,  dissolution  and/or liquidation
of the LLC and hereby  irrevocably  waives  any  and  all
right  to  maintain any  action for partition or  to compel any
sale or other liquidation with respect to his, her or its
interest,  in or with respect to, any assets  or  properties
of  the  LLC;  and  each Member  agrees  that  he,  she or it
will not petition a court for the dissolution, termination or
liquidation of the LLC.
        13.12  Survival  of  Certain  Provisions.  The  Members
acknowledge   and   agree   that   this Agreement contains
certain  terms  and  conditions  which  are  intended  to
survive  the  dissolution and  termination  of  the  LLC,
including  without  limitation,  the  provisions  of  Sections
2.05   and 6.9. The Members agree that such provisions of this
Agreement which  by  their  terms  require, given their
context, that  they  survive  the  dissolution  and
termination  of  the LLC  so  as  to effectuate  the  intended
purposes  and agreements  of  the  Members,  shall  survive
notwithstanding that such provisions  had  not  been
specifically  identified as  surviving  and  notwithstanding
the dissolution  and termination  of  the  LLC  or  the
execution  of  any   document terminating   this Agreement,
unless  such  termination document  specifically  provides  for
nonsurvival  by  reference to this Section 10.12 and to specific
nonsurviving provisions. 

                           ARTICLE XIV
                           Definitions

        The  following  capitalized  terms  used  in   this
Agreement   shall   have   the   respective
meanings ascribed to them below:

        "Act" means the  Delaware  Limited  Liability  Company
Act,  in  effect  at the  time  of  the
initial filing of the, Certificate with the Office of the
Secretary of State of the State  of  Delaware,
and as thereafter amended from time to time.

        "Adjusted Capital Account"  means an offer which
complies with the following conditions:

        (i)     The  offer  shall  be  in  writing  and  shall
constitute  an  agreement  legally  binding   on the  offeror
without  any  material  conditions  precedent  or  right  on
the part   of   the   offeror   to withdraw the offer within sixty
(60) days-,

        (ii)    The offeror shall be a financially responsible Person,

        (iii)   The offer shall  be  for  a  purchase  solely
for  cash  payable  all  at  the  time  of  sale; and

        (iv)    The  offeror  shall  be  a  Person  who  is not
an  Affiliate  of  the   Offering   Member(s) For  this purpose
the  term  'Affiliate'  shall  include,  in  addition  to  the
Persons  specified  in   the definition  thereof,  all
beneficial  owners  of  the  specified  Person   and   members
of   the   Immediate Family of such beneficial owners.
        "Budget"  shall have the meaning set forth in Section 6.06(a).

        "Capital Account"  means   a   separate   account
maintained   for   each   Member   and   adjusted in accordance
with Treasury Regulations   under   Section   704   of   the
Code.   To    the    extent consistent  with  such  Treasury
Regulations,  the   adjustments   to   such   accounts   shall
include   the following:

        (i)     There  shall  be  credited  to  each  Member's
Capital  Account  the   amount   of   any   cash (which  shall
not  include   imputed   or   actual   interest   on   any
deferred   contributions)   actually contributed  by  such
Member  to  the  capital  of  the  LLC,  the  fair  market value
(without   regard   to Code  Section  7701(g))  of  any
property contributed  by  such   Member   to   the   capital   of   the
LLC (net  of  any  liabilities  secured  by  such  property
that the  LLC  is  considered  to   assume   or    take
subject  to under  Code  Section  752)   and   such   Member's   share
of the   Net   Profits   and   Gross Income  of  the  LLC  and
of any  items  in  ft  nature  of  income  or  gain  separately
allocated  to   the Members;  and  there  shall  be  charged  against  each
Member's   Capital   Account   the   amount   of   all cash
distributions  to   such   Member,   the   fair   market value
(without   regard   to   Code   Section 7701(g))  of  any
property  distributed  to  such  Member  by  the  LLC   (net
of any   liability   secured by  such  property    that
the  Member is  considered  to  assume  or  take  subject  to  under
Code Section 752)  and  such  Member's  share  of  the  Net
Losses of  the  LLC  and  of  any  items  in  the   nature   of
losses or deductions separately allocated to the Members.

        (ii)    If  the  LLC  at  any  time  distributes  any of
its  assets  in-kind  to  any   Member,   the Capital  Account
of  each  Member  shall  be  adjusted  to  account  for  that
Member's   allocable   share of  the  Net  Profits,  Net Losses
or  Gross  Income  that  would  have  been  realized   by
the LLC   had it sold the assets  that  were  distributed  at
their respective  fair  market  values  (taking  Code  Section
7701(g) into account) immediately prior to their distribution.

       (iii)   In  the  event  any  interest  in  the LLC
is  transferred  in  accordance  with  the   terms  of  this
Agreement,  the  transferee  shall  succeed  to  the  Capital
Account  of   the   transferor   to   the extent it relates to
the transferred interest.

            "Capital Transaction"  means  a  sale  or  other
disposition  of  all  or  a  portion  of  the  LLC's property
in a single transaction or in a series of related
transactions.

            "Carney  Equity"  means  the   capital contribution made   to   
the   LLC    by   Lillian     B. Carney  in  the
amount  of  $650,000,   upon   which   amount   Lillian   B.
Carney   shall   receive   a   preferred return at the annual
rate of twelve percent (12%) as set forth in Section 401.

            "Carring  Value"  means,  with  respect  to  any
asset,   the   asset's   adjusted   basis   for   federal income
tax purposes, except as follows:

            (i)     The  initial  Carrying  Value  of  any
asset contributed   to   the LLC   shall      be
such  asset's gross fair market value at the time of such contribution;

            (ii)    The  Carrying  Values  of  all  LLC
assets shall  be  adjusted  to  equal  their   respective
gross  fair market  values  upon  an  election  by  the   LLC
pursuant   to Treasury   Regulation   Section   1.704-1(b)(2)(ii)(f) to
adjust the Members' Capital Accounts;

            (iii)   If  the  adjusted  basis  of  any  asset
acquired  by  the  LLC  is  determined  by  reference   to
the madjusted  basis  of  any  other  asset  of  the  LLC,  the
Carrying  Value  of  the   acquired   asset   shall be
determined by  reference  to  the  Carrying  Value  of  the  other  asset
rather  than  its  adjusted   basis; and
            (iv)    If the  Carrying  Value  of  an  asset
has been  determined  pursuant  to  clause  (i),  (ii)   or
(iii) of  this  definition,  such  Carrying  Value  shall
thereafter be  adjusted  in  the  same manner       as  would
the  asset's adjusted  basis  for   federal   income   tax   purposes
except that   depreciation   deductions  shall  be  computed
in accordance  with  clause  (i)  of  the  definition  of
"Net Profits"  and   "Net Losses".

            "Certificate"  means  the  Certificate  of
Formation creating  the  LLC,  as  it may,   from   time   to
time, be amended in accordance with the Act.

            "Closing"  shall have the meaning set forth in
Section 10.03(a).
            "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
            "Consent"  means  the  written  consent  or
approval of  more  than  50%  in   interest,  based   on   the
Percentage,  Interests  of  the  Members  as  specified  on
Schedule   B   of   those   Members   entitled   to
participate in  giving  such  Consent,  and  if  more  than  one  class
of members  is  so  entitled  then   more than 50% shall be so
required with respect to each such class.

            "Defaulting, Member" shall have the meaning set
forth in Section 10.01(a).

    "Distributable Cash" means, with respect to any fiscal
period,  the  excess  of  all  cash
  receipts of the LLC from any source  whatsoever,  including
normal  operations,  sales  of  assets,   proceeds  of
borrowings,  capital  contributions  of  the  Members,
proceeds from   a   Capital   Transaction, and any and all other
sources over the sum of the following amounts:

           (i)    cash  disbursements  for  advertising  and
promotion  expenses,  salaries,  employee
benefits (including profit-sharing, bonus  and  similar
plans),  fringe  benefits,  accounting  and
bookkeeping services and equipment, costs of  sales  of
assets,  utilities,  rental  payments  with
respect to equipment or  real  property,  management  fees
and  expenses,  insurance,  real  estate   taxes, legal
expenses, costs of repairs and maintenance, and any  and  all
other  items which  are   customarily considered to be
"operating expenses";

           (ii)   payments  of  interest,  principal  and
premium  and  points  and  other  costs   of
borrowing under any indebtedness  of  the  LLC,  including
without  limitation  (A)  any  mortgages   or deeds of trust
encumbering the real property or other assets owned or  leased
by  the  LLC,  and   (B) the Heller Loan, but specifically
excluding payments of any kind in respect  of  any  loan  made
by a Member pursuant to Article III;

           (iii)  payments  made  to  purchase  capital
assets, and   for   capital     construction,
rehabilitation, acquisitions, alterations and improvements; and

           (iv)   amounts  set  aside  as  reserves  for
working capital,   contingent   liabilities,
replacements or for any of the expenditures described in
clauses (i), (ii)  and  (iii)  above  which
are deemed by the Board of Managers to be necessary to  meet
the  current  and  anticipated  future  needs of the LLC.

           "Economic Risk  of Loss"   means   the   risk   as
determined   under   Treasury   Regulation Section 1.752-2
(taking all applicable  'grandfathering'  rules  into
account) that  a  member  or person related to a member will suffer an
economic loss as a result of the failure  of  the  limited
liability company to repay a liability.

           "Excess Negative Balance" for a Member  means  the
excess,  if  any,  of  (i)  the  negative   balance in a
Member's  Capital  Account  after  reducing  such  balance  by
the  net  adjustments,   allocations and distributions
described in Treasury Regulation Section 1.704-I(b)(2)(ii)(d)(4),  (5)
and (6) which, as of the end of the LLC's taxable  year  are
reasonably  expected  to  be  made  to   such Member, over
(ii) the sum of  (A)  the  amount,  if  any,  which  the
Member  is required  to   restore to the LLC upon  liquidation
of  such Member's  interest  in  the  LLC  (or  which  is  so
treated pursuant to Treasury Regulations Section  l@704-
1(b)(2)(ii)(c)), (13)  the  Member's  Share   of Minimum Gain
and  (C)  that portion  of  any  indebtedness  of  the  LLC
(other  than Partner   Nonrecourse Debt) with respect to which
the  Member bears  the  Economic  Risk  of  Loss  that  such
indebtedness would not be repaid out of the LLC's assets if  all  of  the
LLC's  assets  were  sold   at their respective Carrying
Values as of the end of  the  fiscal  year  or  other  period  and
the proceeds from the sales together with  any  amounts
described in  clause  (A),  above,  were  used   to pay the
LLC's liabilities.

           "Gross Income" means, for each  fiscal  year  or
other  period,  an  amount  equal  to  the
LLC's gross income as determined for federal income tax
purposes for  such  fiscal  year  or  period   but computed
with the adjustments specified in clauses (i), (ii) and (iii)
of the definition of
'Net   Profits' and 'Net Losses".

     "Heller Loan" means the loan in the original principal
amount  of  $7,000,000  made  to  the   LLC by Heller
Financial, Inc. and secured by a first mortgage lien on the
Property.

           "HPP"  means  Historic  Preservation  Properties
1989 Limited   Partnership,   a   Delaware   limited
partnership, and its successors and assigns.

           "Immediate Family"  (i)  with  respect  to  any
individual,  means  his  ancestors,  spouse,
issue, spouses of issue, any trustee  or  trustees,
including successor  and  additional  trustees,
principally for the benefit of any one or more of such
individuals, and any entity  or  entities  all
of the beneficial owners of which are such trusts and/or such
individuals,  but  (ii)  with  respect
to a legal Representative,  means  the  Immediate  Family  of
the  individual  for  whom  such  Legal   Representative was
appointed and (iii)  with  respect  to  a  trustee,  means  the
Immediate  Family   of the individual with respect to whom the
principal  beneficiaries  are  members  of  the  Immediate
Family.

           "Invested Capital" means, at any point in  time,
for any  Member,  the  excess  of  (i)  the
aggregate amount of the capital contributed to the  LLC  by
such  Member  over  (ii)  the  aggregate   amount distributed
(or deemed distributed) to such Member pursuant to Section 4.01(c).

           "Legal Presentative" means, with respect to  any
individual,  a  duly  appointed  executor,
administrator,  guardian,  conservator,  personal
representative  or  other   legal   representative
appointed as a result of the death or incompetency of such
individual.

           'LLC" means the  limited  liability  company
formed pursuant  to  the  Certificate  and  this   Agreement,
as it may from time to time be constituted and amended.

           "LLC  Capital"  means  an  amount  equal  to  the
sum of  all  of  the  Members'   Adjusted   Capital  Account
balances  determined  immediately  prior  to   the
allocation to   the Members   pursuant to Sections
5.01(b)(ii) or 5.01(c)(i) of any Net Profits  or  Net  Losses  from  a  sale
or other disposition of the assets of the LLC other than in
the ordinary  course  of  the  LLC's  trade   or business,
increased by the aggregate amount  of  Net  Profits  to  be
allocated  to the  Members   pursuant to Section 5.01(b)(ii)
as a result of such sale or other disposition  or  decreased
by  the aggregate amount of Net Losses to  be  allocated  to
the Members  pursuant  to  Section  5.01(c)(i)   as a result of
such sale or other disposition.
     
      "Major Decision" shall have the meaning set forth in
Section 6.%(b).
           
      "Manager" shall refer to any Person named  as
manager in  this  Agreement  and  any  Person   who becomes  a
manager as  permitted  by  this  Agreement,  in  each  such
Person's capacity  as   (during the period during which such
Person serves  as)  a  member  of  the  Board  of  Managers  of
the LLC. "Managers" or the "Board of Managers" shall  refer
collectively  to  all  of  such  Persons   named as Managers
in this  Agreement  and  any  Person  who  becomes  a  Manager  as
permitted  by   this Agreement. in their capacity as  (during
the  period  during  which  such  Persons  serves  as) Managers of the LLC.

           "Member" shall refer to any Person  named  as
Member in  this  Agreement  and  any  Person  who becomes an
additional, substitute  or  replacement  Member  as  permitted
by  this Agreement,  in such Person's capacity as a Member  of
the  LLC. 'Members'  shall  refer  collectively  to  all  such
Persons in such capacity,

          "Minimum  Gain"  means  the  amount  determined  by
computing   with   respect   to   each  Nonrecourse Debt of the
LLC, the amount  of  Gross  Income,  if  any,  that  would  be
realized  by  the LLC if it disposed of the property securing
such debt in full satisfaction thereof, and by  then
aggregating the amounts  so  computed.  For  purposes  of
determining  the amount  of  such  Gross  Income with respect
to a liability, the Carrying Value of the asset securing the
liability shall  be allocated among all the liabilities that
the asset secures in the  manner  set  forth  in  Treasury
Regulation Section 1.7042(d)(2).

          "Net Profits" and "Net Losses," mean the taxable
income or loss, as the case  may  be,  for
 a period as  determined  in  accordance  with  Code  Section
703(a)  computed  with  the  following  adjustments:

          (i)    Items of gain, loss,  and  deduction  shall be
computed  based  upon  the  Carrying    Values of the LLC's assets rather 
than upon the  assets, adjusted  bases  for  federal  income  tax
  purposes, and, in particular, except to the extent required
by Treasury Regulation Section  1.  704- 3, the amount of any
deductions for depreciation or amortization with respect  to
an asset  for  a  period shall equal such asset's Carrying
Value multiplied by  a  fraction  the  numerator  of  which
shall be the amount of depreciation or  amortization  with
respect  to such  asset  allowable  for  federal income tax,
purposes for such period and the denominator of  which  shall
be  such asset's  adjusted  basis;

          (ii)   Any tax-exempt income received by the LLC shall
be  included  as  an  item  of  gross income;

          (iii)  The amount of any adjustments to the  Carrying
Values  of  any  assets  of  the  LLC  pursuant to Code Section 743 shall not
be taken into account;
                               
          (iv)   Any expenditure  of  the  LLC  described  in 
Code  Section  705(a)(2)(B)  (including
 any  expenditures  treated  as  being  described  in  Section
705(a)(2)(B)  pursuant  to   Treasury  Regulations under Code
Section 704(b)) shall be treated as a deductible expense; and

          (v)    The amount  of  Gross  Income  and
Nonrecourse Deductions  specially  allocated  to  any Members
pursuant to Section 5,01, 5,02 and 5.03  shall  not  be
included  in  the computation,
          "Nonrecourse Debt' means any liability of a limited
liability company  to  the  extent  that
the liability is nonrecourse for purposes of Treasury
Regulation Section 1. 100 1 -2 .

          "Nonrecourse Deductions"  for  a  taxable  year
means deductions  funded  by  Nonrecourse  Debt (as determined
under Treasury  Regulation  Sections  1.704-2(c)  and  1-704-
2(i)(2)) for  such  year and are generally equal to the excess,
if  any, of  (i)  the net  increase  in  Minimum  Gain
during  such year  over  (ii)  the  sum  of  (A)  the  aggregate
distributions  of  proceeds  from  Nonrecourse Debts
attributable to increases in Minimum Gain  during  such  year
and  (B) increases in Minimum Gain during such  year
attributable  to conversions  of  liabilities  into
Nonrecourse  Debts.
            "Partner Nonrecourse Debt"  means  any  Nonrecourse
Debt  to  the  extent  that  a  member   bears the Economic
Risk of Loss associated with the debt.

            "Percentage Interest" shall be the percentage
interest of a Member set forth  in  Schedule
as amended from time to time.

            "Person" means any natural person, corporation,
partnership (whether general  or  limited),   limited
liability company, trust, estate, association, or other
unincorporated entity.

            "Preferred Return" means. with respect to  a
specified  fiscal  year  of  the  Company,  an
amount which, when added to all other cash available  to
HPP from  its  operations  or  any  other   source in such
fiscal year, equals $140,000.

            "Property" means the real estate, together with
the improvements thereon,  located  in  St.
Paul, Minnesota and more particularly described in Exhibit A attached hereto,

            "Property Management Agreement" means the
property management  agreement  in  effect from time to time
between the LLC and the Property Manager.

            "Property    Manager"    means    Claremont
Management    Company,    a    Massachusetts   corporation,
and its successors, or  any  other  manager  appointed  from  time
to  time  with  the   consent of the Members.

             "Securities Act" means the Securities Act of1933, as amended.

            "Share  of  Minimum  Gain"  means,  for  each
Member,  the  sum  of  such  Member's  share   of  Minimum
Gain attributable  to  Nonrecourse  Debt   other   than   Partner
Nonrecourse   Debt   (computed in accordance with  Treasury
Regulation  Section  1.704-2(g))  and  such  Member's  share
of Minimum  Gain  attributable  to  Partner   Nonrecourse
Debt (computed   in   accordance   with  Treasury Regulation
Section 1.7042(i)(5)).

            "Transfer" and any grammatical variation  thereof
shall  refer  to  any  sale,  exchange, issuance,  redemption,  assignment,  
distribution,encumbrance,   hypothecation,   gift,   pledge,   retirement,
resignation, transfer  or  other  withdrawal,  disposition  or
alienation  in  any  way   (whether voluntarily, involuntarily
or by operation  of  law)  as  to  any  interest  as  a
Member. Transfer shall specifically, without limitation of the
above, include assignments and  distributions   resulting from
death, incompetency, Bankruptcy, liquidation and dissolution.


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

                                                   MANAGERS:




                                                   Patrick Carney




                                                   Terrence P. Sullivan
                             
                                                   Charles M. Moran, Jr.

                                                   MEMBERS:

                                           HISTORIC PRESERVATION
                                           PROPERTIES  1989
                                           LIMITED PARTNERSHIP,  a
                                           Delaware  limited
                                           partnership, by its general
                                           partner, Boston Historic
                                           Partners Limited
                                           Partnership, by its general
                                           partners 
                             
                                           By:  Portfolio Advisory Services,
                                           Inc.


                                           Terrence P. Sullivan, President


                                           Lillian B. Carney



                                SCHEDULE A
                                   TO
                         OPERATING AGREEMENT
                                 OF LLC
                                    
                                  MANAGERS
 Patrick Carney
 c/o  Claremont Companies
 Batterymarch Park  II
 Quincy, MA 02169

 Terrence P.  Sullivan
 c/o  Claremont Companies
 Batterymarch Park  11
 Quincy, MA  02169

 Charles M. Moran, Jr.
 c/o Claremont Companies
 Batterymarch Park  11
 Quincy, MA 02169





                                    SCHEDULE   B
                                         TO
                              OPERATING AGREEMENT
                                       OF LLC

                                      MEMBERS


                                      Percentage Interest
                                      as to Profits and    Percentage         
                       Capital        losses from          Interset in all      
Member                 Contribution   Operations           other respects

Historic Preservation    $100              50%                  50%
Properties 1989 Limited
Partnership c/o 
Claremont Companies
Batterymarch Park II
Quincy, MA 02169

Lillian B- Carney        $650,000          50%                  50%
c/o Claremont  Companies
Batterymarch Park  II
Quincy, MA  02021