EXHIBIT 4.4



                                   See Tab A.7

<PAGE>

                              AMENDED AND RESTATED



                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT


                                       OF


                           DVI RECEIVABLES XII, L.L.C.











<PAGE>



<TABLE>
<CAPTION>
                                   LIMITED LIABILITY COMPANY OPERATING AGREEMENT

                                                        OF

                                            DVI RECEIVABLES XII, L.L.C.


                                                 TABLE OF CONTENTS



                                                     ARTICLE I
                                                    DEFINITIONS
<S>                                                                                                              <C>
         1.1      Act.............................................................................................1
         1.2      Affiliate.......................................................................................1
         1.3      Agreement.......................................................................................1
         1.4      Articles........................................................................................1
         1.5      Assignee........................................................................................1
         1.6      Capital Contribution............................................................................1
         1.7      Closing.........................................................................................1
         1.8      Company.........................................................................................1
         1.9      Contribution and Servicing Agreement............................................................2
         1.10     Disposition (Dispose)...........................................................................2
         1.11     Dissolution Event...............................................................................2
         1.12     Distribution....................................................................................2
         1.13     DVI.............................................................................................2
         1.14     Effective Date..................................................................................2
         1.15     Event of Bankruptcy.............................................................................2
         1.16     Fiscal Year.....................................................................................2
         1.17     Indenture.......................................................................................2
         1.18     Independent Director............................................................................2
         1.19     Management Right................................................................................3
         1.20     Managing Member.................................................................................3
         1.21     Member..........................................................................................3
         1.22     Membership Interest.............................................................................3
         1.23     Notes...........................................................................................3
         1.24     Officer.........................................................................................3
         1.25     Organization....................................................................................3
         1.26     Person..........................................................................................3
         1.27     Principal Office................................................................................3
         1.28     Proceeding......................................................................................3
         1.29     Property........................................................................................3
         1.30     Related Company.................................................................................3
         1.32     Tax Characterization and Additional Tax Terms...................................................4
         1.33     Term............................................................................................4

<PAGE>

         1.34     Unit............................................................................................4

                                                    ARTICLE II
                                                     FORMATION

         2.1      Organization....................................................................................4
         2.2      Agreement.......................................................................................4
         2.3      Name............................................................................................5
         2.4      Term............................................................................................5
         2.5      Registered Agent and Office.....................................................................5
         2.6      Principal Office................................................................................5

                                                    ARTICLE III
                                        LIMITED PURPOSE; NATURE OF BUSINESS

         3.1      Limited Business Purpose........................................................................6

                                                    ARTICLE IV
                                             LIMITATIONS ON ACTIVITIES

         4.1      Limitations on Activities.......................................................................7

                                                     ARTICLE V
                                              ACCOUNTING AND RECORDS

         5.1      Records to be Maintained........................................................................9
         5.2      Reports.........................................................................................9
         5.3      Tax Returns and Reports.........................................................................9
         5.4      Records to be Kept Separate.....................................................................9

                                                    ARTICLE VI
                                            NAME AND ADDRESS OF MEMBER


                                                    ARTICLE VII
                                            RIGHTS AND DUTIES OF MEMBER

         7.1      Liability of Member............................................................................10
         7.2      Representations and Warranties.................................................................10
         7.3      Conflicts of Interest..........................................................................10

                                                   ARTICLE VIII
                                                    MANAGEMENT

         8.1      Management of the Company......................................................................11
         8.2      Authority of Managing Member to Bind the Company...............................................11

<PAGE>

         8.3      Actions of the Managing Member.................................................................12
         8.4      Compensation of Managing Member................................................................12
         8.5      Managing Member's Standard of Care.............................................................12
         8.6      Resignation....................................................................................13
         8.7      Payment of Liabilities.........................................................................13

                                                    ARTICLE IX
                                                   CONTRIBUTIONS

         9.1      Membership Interest............................................................................13
         9.2      Contributions..................................................................................13
         9.3      Withdrawal.....................................................................................13
         9.4      Interest.......................................................................................13
         9.5      No Personal Liability..........................................................................13

                                                     ARTICLE X
                                           ALLOCATIONS AND DISTRIBUTIONS

         10.1     Taxable Income Allocations.....................................................................13
         10.2     Distributions..................................................................................14

                                                    ARTICLE XI
                                          TRANSFER OF MEMBERSHIP INTEREST

         11.1     Compliance with Securities Laws................................................................14
         11.2     Transfer of Economic Interest..................................................................14
         11.3     Transfer of Membership Interest................................................................14
         11.4     Status of Transferee...........................................................................15
         11.5     Dissolution or Bankruptcy of the Member........................................................15

                                                    ARTICLE XII
                                            DISSOLUTION AND WINDING UP

         12.1     Dissolution....................................................................................15
         12.2     Effect of Dissolution..........................................................................16
         12.3     Distribution of Assets on Dissolution..........................................................16
         12.4     Winding Up and Filing Articles of Dissolution..................................................17

                                                   ARTICLE XIII
                                                   MISCELLANEOUS

         13.1     Notices........................................................................................17
         13.2     Headings.......................................................................................17
         13.3     Entire Agreement...............................................................................17
         13.4     Binding Agreement..............................................................................17
         13.5     Saving Clause..................................................................................17

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         13.6     Counterparts...................................................................................18
         13.7     Governing Law..................................................................................18
         13.8     No Membership Intended for Nontax Purposes.....................................................18
         13.9     No Rights of Creditors and Third Parties under Agreement.......................................18
         13.10    General Interpretive Principles................................................................18
</TABLE>




<PAGE>


                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT

                                       OF

                           DVI RECEIVABLES XII, L.L.C.

         This Limited Liability Company Operating Agreement of DVI Receivables
XII, L.L.C. (the "Company"), a Delaware limited liability company organized
pursuant to the Delaware Limited Liability Company Act, is entered into and
shall be effective as of April 1, 2000, by and between the Company and DVI
Receivables Corp. VIII, as the sole member of the Company.


                                    ARTICLE I
                                   DEFINITIONS

         Capitalized terms not defined herein shall have the meaning set forth
in the Indenture (as defined below). For purposes of this Agreement (as defined
below), unless the context clearly indicates otherwise, the following terms
shall have the following meanings:

         1.1 ACT. The Delaware Limited Liability Company Act and all amendments
thereto.

         1.2 AFFILIATE. Any entity other than the Member (i) which owns
beneficially, directly or indirectly, 10% or more of the outstanding shares of
common stock of the Managing Member; or (ii) of which 10% or more of the
outstanding shares of its common stock is owned beneficially, directly or
indirectly, by any entity described in clause (i) above, or (iii) which is
"controlled", as defined in Section 230.405 of the Rules and Regulations of the
Securities and Exchange Commission, 17 C.F.R. Section 230.405, by an entity
described in clause (i) above.

         1.3 AGREEMENT. This Limited Liability Company Operating Agreement
including all amendments adopted in accordance with this Agreement and the Act.

         1.4 ARTICLES. The Articles of Organization of the Company, as amended
from time to time, and filed with the Department of State of the State of
Delaware.

         1.5 ASSIGNEE. A transferee of the Membership Interest.

         1.6 CAPITAL CONTRIBUTION. Any contribution of rights, Property or
services made by or on behalf of the Member or its Assignee.

         1.7 CLOSING. The Closing as defined in that certain Indenture, dated
the date hereof, by and between the Company, DVI and the Purchaser (as defined
therein).

         1.8 COMPANY. DVI Receivables XII, L.L.C., a limited liability company
formed under the laws of Delaware, and any successor limited liability company.




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                                        2

         1.9 CONTRIBUTION AND SERVICING AGREEMENT. That certain Amended and
Restated Contribution and Servicing Agreement (as amended, supplemented,
restated or otherwise modified from time to time), dated of even date herewith,
by and between the Company and DVI, as contributor and servicer.

         1.10 DISPOSITION (DISPOSE). Any sale, assignment, exchange, mortgage,
pledge, grant, hypothecation, or other transfer, absolute or as security or
encumbrance (including dispositions by operation of law).

         1.11 DISSOLUTION EVENT. An event, the occurrence of which will result
in the dissolution of the Company under Article XIV.

         1.12 DISTRIBUTION. A transfer of Property to the Member on account of
its Membership Interest as described in Article X.

         1.13 DVI. DVI Financial Services Inc., a Delaware corporation.

         1.14 EFFECTIVE DATE. April 1, 2000.

         1.15 EVENT OF BANKRUPTCY. As to any Person means the filing of a
petition for relief as to such Person as debtor or bankrupt under the Bankruptcy
Reform Act of 1978, as amended, or other similar provision of law of any
jurisdiction (except if such petition is contested by such Person and has been
dismissed within 90 days); insolvency of such Person as finally determined by a
court proceeding; filing by such Person of a petition or application to
accomplish the same or for the appointment of a receiver or a trustee for such
Person or a substantial part of its assets; commencement of any proceedings
relating to such Person as a debtor under any other reorganization, arrangement,
insolvency, adjustment of debt or liquidation law of any jurisdiction, whether
now in existence or hereinafter enacted, if such Person indicates its approval
of such proceeding, consents thereto or acquiesces therein, or such proceeding
is contested by such Person and has not been finally dismissed within 90 days.

         1.16 FISCAL YEAR. The year commencing on the opening of business on the
first day of July of each calendar year and terminating on the close of business
on the last day of June of the immediately succeeding calendar year thereto.

         1.17 INDENTURE. That certain Amended and Restated Indenture (as
amended, supplemented, restated or otherwise modified from time to time), dated
of even date herewith, by and between the Company and U.S. Bank Trust National
Association, as Trustee.

         1.18 INDEPENDENT DIRECTOR. An individual who is not, at the time of
initial appointment, nor has been, a director of any Affiliate of the Member
(except that an individual who serves in similar capacities for other "special
purpose corporations" formed by DVI or its affiliates is not thereby
disqualified from being an Independent Director) or is an officer of, employed
by, a creditor,



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                                        3

supplier or contractor of, or holding any beneficial or economic interest in the
Member or any Affiliate of the Member, or is a family member of any of the
foregoing.

         1.19 MANAGEMENT RIGHT. The right of the Member to participate in the
management of the Company, to vote on any matter, and to grant or to withhold
consent or approval of actions of the Company.

         1.20     MANAGING MEMBER.  The Member, as set forth in Section 8.1.

         1.21     MEMBER.  DVI Receivables Corp. VIII, or any Assignee thereof.

         1.22 MEMBERSHIP INTEREST. The rights of the Member to Distributions
(liquidating or otherwise) and allocations of the profits, losses, gains,
deductions, and credits of the Company, and, to the extent permitted by this
Agreement, to possess and exercise Management Rights.

         1.23 NOTES. The Notes, as set forth in the Indenture and any Class F
Instruments.

         1.24 OFFICER. An individual appointed as an officer of the Company
pursuant to Section 8.1(c).

         1.25 ORGANIZATION. A Person other than a natural person, including
without limitation corporations (both non-profit and other corporations),
partnerships (both limited and general), joint ventures, limited liability
companies, business trusts and unincorporated associations, but the term does
not include joint tenancies and tenancies by the entirety.

         1.26 PERSON. An individual, trust, estate, or any Organization
permitted to be a member of a limited liability company under the laws of the
State of Delaware.

         1.27 PRINCIPAL OFFICE. The Principal Office of the Company set forth in
Section 2.6.

         1.28 PROCEEDING. Any administrative, judicial, or other adversary
proceeding, including without limitation litigation, arbitration, administrative
adjudication, mediation, and appeal or review of any of the foregoing.

         1.29 PROPERTY. Any property, real or personal, tangible or intangible,
including money, and any legal or equitable interest in such property, but
excluding services and promises to perform services in the future.

         1.30 RELATED COMPANY. The Member of the Company or any entity other
than the Company now or hereafter controlled directly or indirectly by, or under
direct or indirect common control with, the Member of the Company.




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                                        4

         1.31 SCTA. That certain Amended and Restated Subsequent Contract
Transfer Agreement, dated of even date herewith, by and between the Company and
DVI Receivables Corp XII.

         1.32 TAX CHARACTERIZATION AND ADDITIONAL TAX TERMS. For federal income
tax purposes, and to the extent applicable for state and local income and
franchise tax purposes, it is intended that the Company be disregarded as an
entity separate from the Member; provided, however, if it is determined that
there are two or more members of the Company then it is intended that the
Company be treated as a partnership for such purposes, and the Managing Member
shall (i) file any information returns and reports and make any elections or
take any other similar action required for the Company to be classified as a
partnership for such purposes and (ii) act as the tax matters partner of the
Company pursuant to Section 6231(a)(7) of the Code and applicable Tax
Regulations.

                  (a) CODE shall mean the Internal Revenue Code of 1986.

                  (b) TAX REGULATIONS shall mean the federal income tax
         regulations promulgated by the United States Treasury Department under
         the Code as such Tax Regulations may be amended from time to time. All
         references herein to a specific section of the Tax Regulations shall be
         deemed also to refer to any corresponding provision of succeeding Tax
         Regulations.

         1.33 TERM. The term of this Agreement, as set forth in Section 2.4
hereof.

         1.34 UNIT. One of the one hundred (100) units of Membership Interest
that are authorized to be issued under this Agreement. Each unit represents a
Membership Interest of one percent (1%). All Units issued pursuant this
Agreement are issued to the Member, as sole member of the Company.


                                   ARTICLE II
                                    FORMATION

         2.1 ORGANIZATION. The Member hereby organizes the Company as a Delaware
limited liability company pursuant to the provisions of the Act.

         2.2 AGREEMENT. (a) For and in consideration of the mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, (i) the Company and DVI Receivables
Corp. VIII hereby agree to the terms and conditions of this Agreement, as it may
from time to time be amended and (ii) in exchange for the agreement of DVI
Receivables Corp. VIII to act as Managing Member of the Company, the Company
hereby issues, assigns, transfers and conveys all of its Membership Interests to
DVI Receivables Corp. VIII, and, prior to and at all times after the Effective
Date, the term "Member" shall be deemed to refer to DVI Receivables Corp. VIII,
its successors and assigns. It is the express intention of the Company and DVI
Receivables Corp. VIII that this Agreement shall be the sole source of agreement
of the parties, and, except to the extent a provision of this Agreement
expressly



<PAGE>


                                        5

incorporates federal income tax rules by reference to sections of the Code or
Tax Regulations or is expressly prohibited or ineffective under the Act, this
Agreement shall govern, even when inconsistent with, or different than, the
provisions of the Act or any other law or rule, and to the extent any provision
of this Agreement is prohibited or ineffective under the Act, this Agreement
shall be deemed to be amended to the least extent necessary in order to make
this Agreement effective under the Act, in the event the Act is subsequently
amended or interpreted in such a way to make any provision of this Agreement
that was formerly invalid valid, such provision shall be considered to be valid
from the effective date of such interpretation or amendment.

                  (b) The Company has been formed by DVI Receivables Corp. VIII
to serve as a special purpose entity in connection with securitization of
certain financial assets of DVI Receivables Corp. VIII or its Affiliates. To
facilitate the optimal securitization of the Contributed Property (as defined in
the Contribution and Servicing Agreement), DVI has formed DVI Receivables Corp.
XII to receive from DVI all Contributed Property pursuant to the Contribution
and Servicing Agreement, and to transfer all such Contributed Property to the
Company pursuant to the Subsequent Contract Transfer Agreement.

         2.3 NAME. The name of the Company is DVI Receivables XII, L.L.C., and
all business of the Company shall be conducted under that name.

         2.4 TERM. The Company shall be dissolved and its affairs wound up in
accordance with the Act and this Agreement one year and one day after the Notes
have been paid in full pursuant to the Indenture, unless the Term shall be
extended by amendment to this Agreement and the Articles.

         2.5 REGISTERED AGENT AND OFFICE. The registered agent for the service
of process and the registered office shall be that Person and location reflected
in the Articles. The Member may, from time to time, change the registered agent
or office through appropriate filings with the Secretary of State of the State
of Delaware. In the event the registered agent ceases to act as such for any
reason or the registered office shall change, the Managing Member shall promptly
designate a replacement registered agent or file a notice of change of address
as the case may be.

         2.6 PRINCIPAL OFFICE. The Principal Office of the Company shall be
located at

                         c/o DVI Financial Services Inc.
                         2500 York Road
                         Jamison, PA 18929
                         Attention:  Securitization Manager
                         Telephone: (215) 488-5042

or at such other address as such person may designate by written notice to the
Managing Member.





<PAGE>


                                        6

                                   ARTICLE III
                       LIMITED PURPOSE; NATURE OF BUSINESS

         3.1 LIMITED BUSINESS PURPOSE. The business purpose to be conducted or
promoted by the Company is limited to the following activities and none other:

                  (a) To acquire, own, purchase, hold, transfer, pledge and
         otherwise deal with notes, debt, or other securities;

                  (b) To acquire, own, and hold one or more series of securities
         ("Pass-Through Securities") issued pursuant to one or more pooling
         agreements (each, a "Pooling Agreement"), and to issue one or more
         series of Pass-Through Securities; such Pass-Through Securities of each
         series (i) will represent ownership interests in various equipment
         finance contracts, the cash flow, income, payments and proceeds
         therefrom and any related property and/or collections in respect
         thereof, and (ii) may be structured to contain one or more classes of
         Pass-Through Securities, each class having the characteristics
         specified in the related Pooling Agreement; and to sell, transfer,
         assign, finance and refinance one or more Pass- Through Securities or
         classes of Pass-Through Securities of any series;

                  (c) To issue, acquire, own and hold one or more series of debt
         obligations ("Notes") pursuant to one or more indentures (each, an
         "Indenture"), which Notes are collateralized by equipment finance
         contracts or income, payments or proceeds therefrom ("Funding
         Agreements"), Pass-Through Securities or supplemental collateral
         (collectively, the "Collateral"); and to sell, transfer, assign and
         finance such Notes with Banc One Capital Markets, Inc. or Merrill
         Lynch, Pierce, Fenner & Smith Incorporated and such other organizations
         as either of them shall designate, at any time on or after May 1, 2000;

                  (d) To establish one or more trusts ("Trusts") to engage in
         any one or more of the activities described in any of the clauses above
         or to issue, acquire, own, hold and sell a particular series of notes
         to be issued pursuant to an indenture between such trust and an
         indenture trustee (the "Trustee"); to receive upon the formation of any
         such Trust one or more certificates ("Trust Certificates") representing
         the beneficial ownership interest in such Trust; and to acquire, own,
         hold, sell, transfer, assign, pledge, finance, refinance and otherwise
         deal with any or all of the Trust Certificates in any such Trust;

                  (e) To invest and reinvest the funds received or collected by
         the Company on Collateral in other investments of such types or in
         other interest-bearing or discount securities, loans or other
         investments;

                  (f) To convey or transfer all or any portion of the Company's
         right, title and interest in and to the Collateral for any series of
         Notes, subject and subordinate to the rights of the related
         Noteholders;





<PAGE>


                                        7

                  (g) To transfer the Company's rights to (i) any cash flow in
         excess of amounts necessary to pay holders of the Notes remitted, or to
         be remitted to, the Company pursuant to an indenture with respect to
         such Notes or (ii) amounts remitted or to be remitted to the Company
         pursuant to a pooling agreement or a funding agreement;

                  (h) To acquire, own, hold, sell, transfer, assign, pledge,
         finance, refinance and otherwise deal with (i) installment sales
         contracts, equipment leases, equipment finance leases, rental and other
         contract payments from leases or other contracts, equipment finance
         loans and notes secured (in whole or in part) by income and proceeds
         from equipment (collectively, "Contracts"), (ii) the equipment which is
         the subject of such Contracts, (iii) policies of insurance relating to
         such Contracts, Contract payments due thereunder, equipment, or
         proceeds of any of the foregoing, (iv) any other assets which may be
         incidental to the ownership of such Contracts, or (v) any participation
         interest in or security based on or backed by assets described in (i)
         through (iv) (collectively, "Lease Receivables"); and

                  (i) To borrow money pursuant to one or more interim finance
         agreements between the Company and one or more lenders and acquiring,
         owning, leasing, purchasing, investing, transferring, selling and/or
         pledging certain property to be contributed to the Company pursuant to
         a contribution agreement or subsequent contract transfer agreement in
         connection with such borrowing; provided, however, that there may be
         only one interim finance agreement outstanding at one time, unless all
         other existing interim finance providers shall have so consented;

                  (j) To engage in any other acts or activities and to exercise
         any power permitted to the Company under the Act so long as the same
         are incidental to, or connected with, the foregoing or are necessary,
         suitable or convenient to accomplish the foregoing;

                  (k) Provided, however, that the Company shall not engage in
         any of the permitted activities set forth in (a) through (j) above if
         doing so shall result in a downgrade of the rating by a nationally
         recognized rating agency requested by the Company to rate the
         securities related to any previously issued (by the Company or one of
         the Trusts) Notes, Pass-Through Securities or Trust Certificates; and

                  (l) The Company shall pay its liabilities from its own assets,
         and not have any liability to any Related Company or any creditor of
         any Related Company.


                                   ARTICLE IV
                            LIMITATIONS ON ACTIVITIES

         4.1 LIMITATIONS ON ACTIVITIES. Notwithstanding any other provision of
this Agreement and any provision of law which otherwise so empowers the Company,
the Company shall not, and no Member shall have any right, power or authority to
cause the Company, without the unanimous affirmative vote of the Member's board
of directors, to perform any act in contravention of any of the following:



<PAGE>


                                        8

                  (a) The Company shall not

                           (i) consolidate or merge with or into any other
                  entity or person or dissolve or liquidate in whole or in part
                  or transfer its properties and assets substantially as an
                  entirety to any entity or

                           (ii) engage in any other action that bears on whether
                  the separate legal identity of the Company and the Member will
                  be respected, including, without limitation (A) holding itself
                  out as being liable for the debts of any other party; (B)
                  forming, or causing to be formed, any subsidiaries or (C)
                  acting other than in its name and through its duly authorized
                  officers or agents;

                  (b) The Company shall not engage in any joint activity or
         transaction of any kind with or for the benefit of any Related Company,
         including loans to or from any Related Company and any guarantee of the
         indebtedness of any Related Company, except for

                           (i) entering into the agreements referenced in or
                  contemplated by Article III,

                           (ii) purchasing management services and leasing
                  office space or equipment, in each case only to the extent
                  necessary for the conduct of the Company's business, and

                           (iii) payment of capital distributions to the Member;

                  (c) The Company shall not create, incur, assume, guarantee or
         in any manner become liable in respect of any indebtedness, except as
         stated in Article III, other than trade payables and expense accruals
         incurred in the ordinary course of business and which are incident to
         the business purpose of the Company as stated in Article III above;

                  (d) The Company shall not commingle its funds and assets with
         those of any Related Company;

                  (e) Neither the Member nor the Company shall file or otherwise
         initiate on behalf of the Company (i) a voluntary petition for relief
         under any Chapter of the Bankruptcy Code, (ii) a receivership,
         conservatorship or custodianship, (iii) an assignment for the benefit
         of creditors or (iv) any other bankruptcy or insolvency related
         proceeding;

                  (f) The Company shall not dissolve or wind up its affairs upon
         the dissociation, dissolution or Event of Bankruptcy of any of its
         Members;

                  (g) The Company shall not dissolve even if it has no remaining
         Members if a personal representative of the last Member agrees in
         writing to continue the Company and to act as the Member hereunder
         until such time as another Member is effectively appointed hereunder
         or, in the event that no such personal representative shall agree, the
         Company shall



<PAGE>


                                        9

         make reasonable commercial efforts to cause the Trustee to act as
         interim Member until a replacement Member is effectively appointed; and

                  (h) In the event that the Member undergoes an Event of
         Bankruptcy, the Member shall not reject the Agreement.


                                    ARTICLE V
                             ACCOUNTING AND RECORDS

         5.1 RECORDS TO BE MAINTAINED. The Company shall maintain the following
records at the Principal Office:

                  (a) a record of the full name and last known mailing address
         of the Member, together with information relating to the Member's
         Membership Interest;

                  (b) a copy of the Articles and all amendments thereto,
         together with executed copies of any powers of attorney pursuant to
         which the Articles or any such amendment has been executed;

                  (c) a copy of the Company's federal, state and local income or
         information tax returns and reports;

                  (d) a copy of this Agreement including all amendments thereto;
         and

                  (e) the Company's books and records, including financial
         statements of the Company, which shall be open to inspections by the
         Member or its agents at reasonable times.

         5.2 REPORTS. The Managing Member shall prepare annual reports,
including a balance sheet, statement of profit and loss and changes in the
Member's account, and a statement of cash flows.

         5.3 TAX RETURNS AND REPORTS. The Managing Member shall prepare and
timely file income tax returns of the Company in all jurisdictions where such
filings are required.

         5.4 RECORDS TO BE KEPT SEPARATE. The Company (a) shall maintain its
financial and accounting books and records separate from those of any other
entity or person, (b) shall pay from its assets all obligations and indebtedness
of any kind incurred by it, and shall not pay from its assets any obligations or
indebtedness of any other entity or person, and (c) shall observe all
formalities required by its Articles, this Agreement and the laws of the State
of Delaware.




<PAGE>


                                       10


                                   ARTICLE VI
                           NAME AND ADDRESS OF MEMBER

         The name and address (or such other address as designated by the Member
to the Company from time to time) of the Member on and after the Closing shall
be:

                         DVI Receivables Corp. VIII
                         c/o DVI Financial Services Inc.
                         2500 York Road
                         Jamison, PA 18929


                                   ARTICLE VII
                           RIGHTS AND DUTIES OF MEMBER

         7.1 LIABILITY OF MEMBER. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.

         7.2 REPRESENTATIONS AND WARRANTIES. The Member hereby represents and
warrants to the Company that: (a) the Member is an entity that has power to
enter into this Agreement and to perform its obligations hereunder and that the
persons executing this Agreement on behalf of the entity have the power to do
so; and (b) the Member is acquiring its interest in the Company for the Member's
own account as an investment and without an intent to distribute the interest.
The Member acknowledges that its interest in the Company has not been registered
under the Securities Act of 1933 or any state securities laws, and may not be
resold or transferred without appropriate registration or the availability of an
exemption from such requirements.

         7.3 CONFLICTS OF INTEREST.

                  (a) The Member shall be entitled to enter into transactions
         that may be considered to be competitive with the Company, it being
         expressly understood that the Member may enter into transactions that
         are similar to the transactions into which the Company may enter.
         Notwithstanding the foregoing, the Member shall account to the Company
         and hold as trustee for it any Property, profit, or benefit derived by
         the Member in the conduct and winding up of the Company business or
         from a use or appropriation by the Member of Company Property including
         information developed exclusively for the Company and opportunities
         expressly offered to the Company.

                  (b) The Member does not violate a duty or obligation to the
         Company merely because the Member's conduct furthers the Member's own
         interest. No transaction with the Company shall be voidable solely
         because the Member has a direct or indirect interest in the transaction
         if the transaction is fair and reasonable to the Company.





<PAGE>


                                       11

                                  ARTICLE VIII
                                   MANAGEMENT

         8.1 MANAGEMENT OF THE COMPANY.

                  (a) The Member shall be the managing member of the Company
         (the "Managing Member") and, in such capacity, shall manage the Company
         in accordance with this Agreement. The Managing Member is an agent of
         the Company's business, and the actions of the Managing Member taken in
         such capacity and in accordance with this Agreement shall bind the
         Company.

                  (b) The Managing Member shall have full, exclusive and
         complete discretion to manage and control the business and affairs of
         the Company, to make all decisions affecting the business and affairs
         of the Company and to take all such actions as it deems necessary or
         appropriate to accomplish the purpose of the Company as set forth
         herein. The Managing Member shall be the sole person or entity with the
         power to bind the Company, except and to the extent that such power is
         expressly delegated to any other person or entity by the Managing
         Member, and such delegation shall not cause the Managing Member to
         cease to be the Member or the Managing Member. There shall not be a
         "manager" (within the meaning of the Act) of the Company.

                  (c) The Managing Member may appoint individuals ("Officers")
         with or without such titles as it may elect, including the titles of
         President, Vice President, Treasurer, Secretary, and Assistant
         Secretary, to act on behalf of the Company with such power and
         authority as the Managing Member may delegate in writing to any such
         persons.

         8.2 AUTHORITY OF MANAGING MEMBER TO BIND THE COMPANY. Only the Managing
Member, the officers and authorized agents of the Company shall have the
authority to bind the Company. Subject to Section 4.1, the Managing Member has
the power, on behalf of the Company, to do all things necessary or convenient to
carry out the business and affairs of the Company (as described in Article III),
including, without limitation:

                  (a) the institution, prosecution and defense of any Proceeding
         in the Company's name;

                  (b) the entering into contracts;

                  (c) investment and reinvestment of the Company's funds, and
         receipt and holding of Property as security for repayment;

                  (d) the conduct of the Company's business, the establishment
         of Company offices, and the exercise of the powers of the Company;




<PAGE>


                                       12

                  (e) the appointment of employees and agents of the Company,
         the defining of their duties and the establishment of their
         compensation, and the dealing with tradespeople, accountants and
         attorneys, on such terms as the Managers shall determine;

                  (f) the indemnification of any Person;

                  (g) the making of such elections under the Code and Tax
         Regulations and other relevant tax laws as to the treatment of items of
         Company income, gain, loss, deduction and credit, and as to all other
         relevant matters as the Managing Member deems necessary or appropriate,
         including without limitation, elections referred to in Section 754 of
         the Code, the determination of which items of cash outlay shall be
         capitalized or treated as current expenses, and the selection of the
         method of accounting and bookkeeping procedures to be used by the
         Company;

                  (h) the amendment of any provision to this Agreement;
         provided, however, that no provision of Article III and Article IV
         hereof, or Sections 8.01, 8.06 and 5.04 of the SCTA shall be amended
         without the consent of the Independent Directors of the Member.

         8.3 ACTIONS OF THE MANAGING MEMBER. The Managing Member has the power
to bind the Company as provided in this Article VIII. No Person dealing with the
Company shall have any obligation to inquire into the power or authority of the
Managing Member acting on behalf of the Company.

         8.4 COMPENSATION OF MANAGING MEMBER. The Managing Member shall be
reimbursed for all reasonable expenses incurred in managing the Company and
shall be entitled to compensation, in an amount to be determined from time to
time by consent of the Member, in its sole discretion. The Managing Member shall
not be required to devote full time to the management of the Company business,
but only so much time as shall be necessary or appropriate for the proper
management of such business.

         8.5 MANAGING MEMBER'S STANDARD OF CARE. The Managing Member shall
discharge its duties to the Company in good faith and with that degree of care
that an ordinarily prudent person in a similar position would use under similar
circumstances. In discharging its duties, the Managing Member shall be fully
protected in relying in good faith upon the records required to be maintained
under Article VI and upon such information, opinions, reports or statements by
any Person as to matters the Managing Member reasonably believes are within such
other Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits or losses of the Company or any other facts pertinent to the existence
and amount of assets from which Distributions to the Member might properly be
paid. The Company shall indemnify and hold harmless the Managing Member against
any loss, damage or expense (including attorneys' fees) incurred by the Managing
Member as a result of any act performed or omitted on behalf of the Company or
in furtherance of the Company's interests without, however, relieving the
Managing Member of liability for failure to perform his or her duties in
accordance with the



<PAGE>


                                       13

standards set forth herein. The satisfaction of any indemnification and any
holding harmless shall be from and limited to Company Property.

         8.6 RESIGNATION. Other than as set forth in Section 4.1(g) hereof, the
Member shall not resign or disassociate itself from the Company at any time
without first obtaining the effective appointment of a successor Member approved
by the Rating Agencies.

         8.7 PAYMENT OF LIABILITIES. The Member shall at all times pay its
liabilities from its own assets, and not have any liability to any Related
Company or any creditor thereof.

                                   ARTICLE IX
                                  CONTRIBUTIONS

         9.1 MEMBERSHIP INTEREST. The Member holds all of the Units of
Membership Interest.

         9.2 CONTRIBUTIONS. The Member is not required to make any Capital
Contribution to the Company.

         9.3 WITHDRAWAL. The Member shall not be entitled to withdraw any part
of its Capital Contribution or to receive any distribution from the Company,
except after payment in full of all outstanding debt securities of the Company
or otherwise as specifically provided in this Agreement.

         9.4 INTEREST. The Member shall not be entitled to interest on any
Capital Contribution or on any profits retained by the Company.

         9.5 NO PERSONAL LIABILITY. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent provided in
the Act.


                                    ARTICLE X
                          ALLOCATIONS AND DISTRIBUTIONS

         10.1 TAXABLE INCOME ALLOCATIONS. Profits and losses, and each item of
Company income, gain, loss, deduction, credit and tax preference with respect
thereto, for each Fiscal Year (or shorter period in respect of which such items
are to be allocated) shall be allocated to the Member; provided, however, if it
is determined that there are two or more members of the Company, then such items
shall be allocated among the members in accordance with their respective
economic interests in the Company, determined generally by taking into account
the priorities of cash distributions, the actual distributions and the economic
allocation of losses and other expenses among the Members as determined in
accordance with Sections 3.04(b), 3.04(c) and 6.06 of the Indenture as
applicable.




<PAGE>


                                       14

         10.2 DISTRIBUTIONS. Distributions shall be made to the Member or its
designee in accordance with Section 3.04(b)(xii) and 6.06 of the Indenture, as
applicable.


                                   ARTICLE XI
                         TRANSFER OF MEMBERSHIP INTEREST

         11.1 COMPLIANCE WITH SECURITIES LAWS. No Unit of Membership Interest
has been registered under the Securities Act of 1933, as amended, or under any
applicable state securities laws. The Member may not transfer (a transfer, for
purposes of this Agreement, shall be deemed to include, but not be limited to,
any sale, transfer, assignment, pledge, creation of a security interest or other
Disposition) all or any part of the Member's Units of Membership Interest,
except upon compliance with the applicable federal and state securities laws.
The Managing Member shall have no obligation to register the Member's Units of
Membership Interest under the Securities Act of 1933, as amended, or under any
applicable state securities laws, or to make any exemption therefrom available
to the Member.

         11.2 TRANSFER OF ECONOMIC INTEREST. The right to receive allocations of
profits and losses and to receive Distributions may not be transferred in whole
or in part unless the following terms and conditions have been satisfied:

         The transferor shall have:

                  (a) assumed all costs incurred by the Company in connection
         with the transfer;

                  (b) furnished the Company with a written opinion of counsel,
         satisfactory in form and substance to counsel for the Company, that
         such transfer complies with applicable federal and state securities
         laws and this Agreement and that such transfer, for federal income tax
         purposes, will not cause the termination of the Company under Section
         708(b) of the Code, cause the Company to be treated as an association
         taxable as a corporation for income tax purposes or otherwise adversely
         affect the Company or the Member; and

                  (c) complied with such other conditions as the Managing Member
         may reasonably require from time to time.

Transfers will be recognized by the Company as effective only upon the close of
business on the last day of the calendar month following satisfaction of the
above conditions. Any transfer in contravention of this Article XI and any
transfer which if made would cause a termination of the Company for federal
income tax purposes under Section 708(b) of the Code shall be void AB INITIO and
ineffectual and shall not bind the Company.

         11.3 TRANSFER OF MEMBERSHIP INTEREST.

                  (a) The Member may not sell, assign, encumber, transfer or
         otherwise Dispose of any Units of its Membership Interest (or take or
         omit to take any action, filing, election



<PAGE>


                                       15

         or other action that could result in a deemed sale, assignment,
         encumbrance, transfer or other Disposition); provided, however that the
         Member may make such a transfer to an Affiliate of the Member, which
         Affiliate shall have a special purpose charter and bylaws substantially
         similar in all material respects to those of the Member. Any attempted
         Disposition not in accordance with this Agreement shall be void.

                  (b) Upon the transfer of Units and admission of an additional
         Member in accordance with this Agreement, this Agreement shall be
         amended to reflect the admission of the substitute Member, and the
         Member shall take any action required to record to reflect such
         admission.

         11.4 STATUS OF TRANSFEREE. A transferee of a Unit of Membership
Interest shall be entitled to receive that share of Profits, Losses and
Distributions, and the return of any Capital Contribution to which the
transferor would otherwise be entitled with respect to the interest transferred,
and shall have the rights of the transferring Member of the Company under the
Act or this Agreement. The Company shall also, if the transferee and transferor
jointly advise the Company in writing of a transfer of the Unit of Membership
Interest, furnish the transferee with pertinent tax information at the end of
each Fiscal Year.

         11.5 DISSOLUTION OR BANKRUPTCY OF THE MEMBER. Upon the dissolution or
adjudication of bankruptcy of the Member, the Member's successors or assigns
shall have all the rights of the Member for the purpose of settling or managing
the Member's estate.


                                   ARTICLE XII
                           DISSOLUTION AND WINDING UP

         12.1 DISSOLUTION. The Company shall be dissolved and its affairs wound
up, upon the first to occur of any of the following events (each of which shall
constitute a Dissolution Event):

                  (a) the expiration of the Term of this Agreement, unless the
         Company is continued with the consent of the Member, in its sole
         discretion; or

                  (b) the determination in writing of the Managing Member to
         dissolve and terminate the Company; provided, however, that the
         Managing Member shall not, and the Managing Member hereby agrees not
         to, take any action to dissolve or terminate the Company prior to the
         expiration of the Term;

                  (c) the entry of a decree of judicial dissolution pursuant to
         the Act; or

                  (d) the occurrence of an Event of Bankruptcy as to a Member or
         the resignation, expulsion or dissolution of a Member or the occurrence
         of any other event that terminates the membership of a Member, unless,
         within 90 days of such event, there is at least one remaining Member
         and the remaining Members unanimously agree to continue the business of
         the Company, in which event the Company shall not be dissolved and the
         Company and



<PAGE>


                                       16

         the business of the Company shall be continued; provided, however, that
         if any Member is a partnership or a limited liability company on the
         date of such occurrence, the dissolution of such Member as a result of
         the dissolution, termination, resignation, death, incompetence, removal
         or Event of Bankruptcy of a partner or member in such partnership or
         limited liability company, as the case may be, shall not be an event of
         dissolution of this Company if the business of such Member is continued
         by its remaining partner(s) or member(s), as the case may be, either
         alone or with additional partners or members, and such Member and such
         partners or members comply with any other applicable requirements of
         this Agreement; or

                  (e) the passage of 30 days after the sale or other disposition
         of all or substantially all the assets of the Company (except that if
         the Company receives an installment obligation as consideration for
         such sale, the Company shall continue, unless sooner dissolved under
         the provisions of this Agreement, until such time as such note or notes
         are paid in full).

         Upon the dissolution of the Company for any reason, the Member shall
proceed promptly to wind up the affairs of and liquidate the Company; provided,
however, that if the Notes are outstanding, the Member shall not liquidate the
assets of the Company securing the Notes, except as permitted by the deed of
trust and assignment of leases pursuant to which such assets were encumbered,
without the consent of the secured party under such document, which may continue
to exercise all of its rights under such document and shall have complete and
independent ability to retain such assets until the Notes have been paid in full
or otherwise completely discharged pursuant to the Indenture. Subject to the
foregoing, the Member shall have reasonable discretion to determine the time,
manner and terms of any sale or sales of the Company's property pursuant to such
liquidation.

         12.2 EFFECT OF DISSOLUTION. Upon dissolution, the Company shall not be
terminated and shall continue until the winding up of the affairs of the Company
is completed and a certificate of dissolution has been issued by the Secretary
of State of Delaware.

         12.3 DISTRIBUTION OF ASSETS ON DISSOLUTION. Upon the winding up of the
Company, the Managing Member shall take full account of the assets and
liabilities of the Company, shall liquidate the assets (unless the Managing
Member determines that a distribution of any Company Property in- kind would be
more advantageous to the Member than the sale thereof) as promptly as is
consistent with obtaining the fair value thereof, and shall apply and distribute
the proceeds therefrom in the following order:

                  (a) first, to the payment of the debts and liabilities of the
         Company to creditors, including the Member, if it is a creditor, to the
         extent permitted by law, in satisfaction of such debts and liabilities,
         and to the payment of necessary expenses of liquidation;

                  (b) second, to the setting up of any reserves which the
         Managing Member may deem necessary or appropriate for any anticipated
         obligations or contingencies of the Company arising out of or in
         connection with the operation or business of the Company. Such reserves
         may be paid over by the Managing Member to an escrow agent or trustee
         selected by the Managing Member to be disbursed by such escrow agent or
         trustee in



<PAGE>


                                       17

         payment of any of the aforementioned obligations or contingencies and,
         if any balance remains at the expiration of such period as the Managing
         Member shall deem advisable, shall be distributed by such escrow agent
         or trustee in the manner hereinafter provided;

                  (c) then, to the Member.

Liquidation proceeds shall be paid within 60 days of the end of the Company's
taxable year in which the liquidation occurs. Such distributions shall be in
cash or Property (which need not be distributed proportionately) or partly in
both, as determined by the Managing Member.

If at the time of liquidation the Managing Member shall determine that an
immediate sale of some or all Company Property would cause undue loss to the
Member, the Managing Member may, in order to avoid such loss, defer liquidation.

         12.4 WINDING UP AND FILING ARTICLES OF DISSOLUTION. Upon the
commencement of the winding up of the Company, articles of dissolution shall be
delivered by the Company to the Secretary of the State of Delaware for filing.
The articles of dissolution shall set forth the information required by the Act.
The winding up of the Company shall be completed when all debts, liabilities,
and obligations of the Company have been paid and discharged or reasonably
adequate provision therefor has been made, and all of the remaining Property of
the Company has been distributed to the Member.


                                  ARTICLE XIII
                                  MISCELLANEOUS

         13.1 NOTICES. Notices to the Member shall be sent to the Principal
Office of the Company. Any notice or other communication required or permitted
hereunder shall be in writing, and shall be deemed to have been given with
receipt confirmed if and when delivered personally, given by prepaid telegram or
mailed first class, postage prepaid, delivered by courier, or sent by facsimile,
to the Member at such address.

         13.2 HEADINGS. All Article and section headings in this Agreement are
for convenience of reference only and are not intended to qualify the meaning of
any Article or section.

         13.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes any prior agreement or understanding between
them respecting the subject matter of this Agreement.

         13.4 BINDING AGREEMENT. This Agreement shall be binding upon, and inure
to the benefit of, the parties hereto and their permitted successors and
assigns.

         13.5 SAVING CLAUSE. If any provision of this Agreement, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to Persons or circumstances other than those as to which it is held



<PAGE>


                                       18

invalid, shall not be affected thereby. If the operation of any provision of
this Agreement would contravene the provisions of the Act, such provision shall
be void and ineffectual.

         13.6 COUNTERPARTS. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement, binding on all
the parties hereto, even though all parties are not signatory to the original or
the same counterpart. Any counterpart of either this Agreement shall for all
purposes be deemed a fully executed instrument.

         13.7 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.

         13.8 NO MEMBERSHIP INTENDED FOR NONTAX PURPOSES. The Member has formed
the Company under the Act, and expressly does not intend hereby to form a
partnership, either general or limited, under the Delaware partnership laws.

         13.9 NO RIGHTS OF CREDITORS AND THIRD PARTIES UNDER AGREEMENT. This
Agreement is entered into between the Company and the Member for the exclusive
benefit of the Company, its Member, and their successors and assignees. This
Agreement is expressly not intended for the benefit of any creditor of the
Company or any other Person. Except and only to the extent provided by
applicable statute, no such creditor or any third party shall have any rights
under this Agreement or any agreement between the Company and the Member with
respect to any Capital Contribution or otherwise.

         13.10 GENERAL INTERPRETIVE PRINCIPLES. For purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Agreement include the plural as
         well as the singular, and the use of any gender herein shall be deemed
         to include the other gender;

                  (b) accounting terms not otherwise defined herein have the
         meanings given to them in the United States in accordance with
         generally accepted accounting principles;

                  (c) references herein to "Sections", "paragraphs", and other
         subdivisions without reference to a document are to designated
         Sections, paragraphs and other subdivisions of this Agreement;

                  (d) a reference to a paragraph without further reference to a
         Section is a reference to such paragraph as contained in the same
         Section in which the reference appears, and this rule shall also apply
         to other subdivisions;

                  (e) the words "herein", "hereof", "hereunder" and other words
         of similar import refer to this Agreement as a whole and not to any
         particular provision; and

                  (f) the term "include" or "including" shall mean without
         limitation by reason of enumeration.



<PAGE>


                                       19

              AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the Effective Date.


                                          DVI Receivables Corp. VIII


                                          By:
                                             --------------------------------
                                          Name:
                                          Title:


                                          DVI Financial Services Inc.


                                          By:
                                             --------------------------------
                                          Name:
                                          Title:


                                          DVI Receivables XII, L.L.C.

                                          By:      DVI Receivables Corp. VIII
                                                   Its Managing Member

                                          By:
                                             --------------------------------
                                          Name:
                                          Title: