Exhibit 10.38
                              OPERATING AGREEMENT

                                      OF

                       RED CANYON AT PALOMINO PARK LLC,
                     A COLORADO LIMITED LIABILITY COMPANY


                             AS OF APRIL 17, 1996
<PAGE>

                               TABLE OF CONTENTS

                                                                           Page

ARTICLE 1  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE 2  FORMATION OF COMPANY. . . . . . . . . . . . . . . . . . . . . . . 13
           2.1     Formation . . . . . . . . . . . . . . . . . . . . . . . . 13
           2.2     Name. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
           2.3     Principal Place of Business . . . . . . . . . . . . . . . 13
           2.4     Registered Office and Registered Agent. . . . . . . . . . 13
           2.5     Articles of Organization. . . . . . . . . . . . . . . . . 14
           2.6     Term. . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 3  BUSINESS OF COMPANY . . . . . . . . . . . . . . . . . . . . . . . 14
           3.1     Permitted Businesses. . . . . . . . . . . . . . . . . . . 14
           3.2     Other Activity or Business. . . . . . . . . . . . . . . . 14

ARTICLE 4  CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS
            AND LOANS TO THE COMPANY . . . . . . . . . . . . . . . . . . . . 14
           4.1     Capital Contributions . . . . . . . . . . . . . . . . . . 14
           4.2     Withdrawal or Reduction of Members'
                    Contributions to Capital . . . . . . . . . . . . . . . . 15
           4.3     Development Deficit Payments. . . . . . . . . . . . . . . 15
           4.4     Operating Deficit Payments. . . . . . . . . . . . . . . . 15
           4.5     Additional Capital Contributions. . . . . . . . . . . . . 15
           4.6     Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 5  INITIAL CLOSING; INFRASTRUCTURE LAND CLOSING;
            CONSTRUCTION LOAN CLOSING. . . . . . . . . . . . . . . . . . . . 16
           5.1     Initial Closing . . . . . . . . . . . . . . . . . . . . . 16
           5.2     Construction  . . . . . . . . . . . . . . . . . . . . . . 17
           5.3     Infrastructure Land Closing and Bond
                    Financing of Infrastructure. . . . . . . . . . . . . . . 20
           5.4     Failure of Initial Closing or 
                    Construction Loan Closing to Occur . . . . . . . . . . . 21

ARTICLE 6  DEVELOPMENT OF PROJECT; OPERATIONS PRIOR
            TO THE FINAL CLOSING DATE. . . . . . . . . . . . . . . . . . . . 21
           6.1     Duties of Feld. . . . . . . . . . . . . . . . . . . . . . 21
           6.2     Construction Completion . . . . . . . . . . . . . . . . . 23
           6.3     Development Deficit Guaranty. . . . . . . . . . . . . . . 23
           6.4     Operating Deficit Guaranty. . . . . . . . . . . . . . . . 23
           6.5     Liabilities of the Company. . . . . . . . . . . . . . . . 24
           6.6     Construction Contracts. . . . . . . . . . . . . . . . . . 24
           6.7     Administration of the Construction Loan . . . . . . . . . 24
           6.8     Change Orders . . . . . . . . . . . . . . . . . . . . . . 24
           6.9     Retainage . . . . . . . . . . . . . . . . . . . . . . . . 25
           6.10    Agreements with Affiliates. . . . . . . . . . . . . . . . 25
           6.11    Warranty by Feld. . . . . . . . . . . . . . . . . . . . . 25
           6.12    Insurance . . . . . . . . . . . . . . . . . . . . . . . . 26
           6.13    Personal Obligation . . . . . . . . . . . . . . . . . . . 27
           6.14    Force Majeure . . . . . . . . . . . . . . . . . . . . . . 27
           6.15    Limitations of Feld's Authority . . . . . . . . . . . . . 27
           6.16    Pre-Existing Environmental Condition. . . . . . . . . . . 28

ARTICLE 7  COMPENSATION TO FELD. . . . . . . . . . . . . . . . . . . . . . . 28
           7.1     Development Management Fee. . . . . . . . . . . . . . . . 28
           7.2     Construction Management Fee . . . . . . . . . . . . . . . 28
           7.3     Construction Loan Guarantee Fee . . . . . . . . . . . . . 28
           7.4     Cost Savings Fee. . . . . . . . . . . . . . . . . . . . . 28
           7.5     Incentive Fee . . . . . . . . . . . . . . . . . . . . . . 29
           7.6     Conditions to Payment of Fees; 
                    Right of Offset. . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 8  FINAL CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . 30
           8.1     Conditions to Final Closing . . . . . . . . . . . . . . . 30
           8.2     Initiation of Final Closing . . . . . . . . . . . . . . . 30
           8.3     Actions at the Final Closing. . . . . . . . . . . . . . . 30
           8.4     Certain Rights of Feld Upon 
                    Satisfaction of Final Closing
                    Funding Conditions . . . . . . . . . . . . . . . . . . . 30

ARTICLE 9  ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
           9.1     Profits and Losses. . . . . . . . . . . . . . . . . . . . 31
           9.2     General Provisions. . . . . . . . . . . . . . . . . . . . 31
           9.3     Special Provisions. . . . . . . . . . . . . . . . . . . . 32
           9.4     Code Section 704(c) Allocations . . . . . . . . . . . . . 33
           9.5     Allocations Relating to Taxable
                    Issuance of Interest . . . . . . . . . . . . . . . . . . 33

ARTICLE 10 DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 34
           10.1    Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . 34
           10.2    Division Among Members. . . . . . . . . . . . . . . . . . 34
           10.3    Special Distribution to WPHC. . . . . . . . . . . . . . . 34

ARTICLE 11 BOOKS, RECORDS, AND ACCOUNTING. . . . . . . . . . . . . . . . . . 34
           11.1    Books and Records . . . . . . . . . . . . . . . . . . . . 34
           11.2    Reports . . . . . . . . . . . . . . . . . . . . . . . . . 34
           11.3    Tax Returns . . . . . . . . . . . . . . . . . . . . . . . 35
           11.4    Special Basis Adjustment. . . . . . . . . . . . . . . . . 35
           11.5    Tax Matters Partner . . . . . . . . . . . . . . . . . . . 35
           11.6    Bank Accounts . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE 12 MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
           12.1    Management. . . . . . . . . . . . . . . . . . . . . . . . 36
           12.2    Number, Tenure and Qualifications . . . . . . . . . . . . 36
           12.3    Appointment of Feld as Manager. . . . . . . . . . . . . . 36
           12.4    Certain Powers of Managers. . . . . . . . . . . . . . . . 36
           12.5    Member Approval of Certain Acts . . . . . . . . . . . . . 37
           12.6    Liability for Certain Acts. . . . . . . . . . . . . . . . 38
           12.7    Indemnity of the Members and the Managers . . . . . . . . 38
           12.8    Manner of Acting. . . . . . . . . . . . . . . . . . . . . 38
           12.9    Informal Act by Managers. . . . . . . . . . . . . . . . . 38
           12.10  Participation by Electronic Means. . . . . . . . . . . . . 39
           12.11  Resignation. . . . . . . . . . . . . . . . . . . . . . . . 39
           12.12  Removal. . . . . . . . . . . . . . . . . . . . . . . . . . 39
           12.13  Death or Disability of Feld. . . . . . . . . . . . . . . . 40
           12.14  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . 41
           12.15  Prohibition Against Publicly 
                    Traded Partnership . . . . . . . . . . . . . . . . . . . 41

ARTICLE 13 REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . 41
           13.1    Representations and Warranties of
                    Each Member. . . . . . . . . . . . . . . . . . . . . . . 41
           13.2    Representations, Warranties and 
                    Covenants of Feld. . . . . . . . . . . . . . . . . . . . 42
           13.3    General Representation. . . . . . . . . . . . . . . . . . 45
           13.4    Survival; Indemnity . . . . . . . . . . . . . . . . . . . 45

ARTICLE 14 RIGHTS AND OBLIGATIONS OF MEMBERS . . . . . . . . . . . . . . . . 45
           14.1    Limitation of Liability . . . . . . . . . . . . . . . . . 45
           14.2    Company Debt Liability. . . . . . . . . . . . . . . . . . 46
           14.3    List of Members . . . . . . . . . . . . . . . . . . . . . 46
           14.4    Company Books . . . . . . . . . . . . . . . . . . . . . . 46
           14.5    Priority and Return of Capital. . . . . . . . . . . . . . 46
           14.6    Outside Activity. . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 15 MEETINGS OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . 48
           15.1    Annual Meeting. . . . . . . . . . . . . . . . . . . . . . 48
           15.2    Special Meetings. . . . . . . . . . . . . . . . . . . . . 48
           15.3    Place of Meetings . . . . . . . . . . . . . . . . . . . . 48
           15.4    Notice of Meetings. . . . . . . . . . . . . . . . . . . . 48
           15.5    Meeting of all Members. . . . . . . . . . . . . . . . . . 48
           15.6    Record Date . . . . . . . . . . . . . . . . . . . . . . . 48
           15.7    Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . 48
           15.8    Manner of Acting. . . . . . . . . . . . . . . . . . . . . 49
           15.9    Proxies . . . . . . . . . . . . . . . . . . . . . . . . . 49
           15.10   Action by Members Without a Meeting . . . . . . . . . . . 49
           15.11   Voting by Ballot. . . . . . . . . . . . . . . . . . . . . 49
           15.12   Waiver of Notice. . . . . . . . . . . . . . . . . . . . . 49

ARTICLE 16 TRANSFERABILITY; PUT-CALL PROVISIONS. . . . . . . . . . . . . . . 49
           16.1    Restrictions on Transferability . . . . . . . . . . . . . 49
           16.2    Put-Call Rights . . . . . . . . . . . . . . . . . . . . . 50
           16.3    Calculation of Option Price . . . . . . . . . . . . . . . 50
           16.4    Right of Offset . . . . . . . . . . . . . . . . . . . . . 51
           16.5    Restrictions on Resignation . . . . . . . . . . . . . . . 51
           16.6    Permitted WPHC Transfer . . . . . . . . . . . . . . . . . 51

ARTICLE 17 ADMISSION OF ADDITIONAL MEMBERS . . . . . . . . . . . . . . . . . 52

ARTICLE 18 DISSOLUTION AND TERMINATION . . . . . . . . . . . . . . . . . . . 52
           18.1    Dissolution . . . . . . . . . . . . . . . . . . . . . . . 52
           18.2    Effect of Filing of Dissolving Statement. . . . . . . . . 53
           18.3    Distribution of Assets Upon Dissolution . . . . . . . . . 53
           18.4    Articles of Dissolution . . . . . . . . . . . . . . . . . 53
           18.5    Filing of Articles of Dissolution . . . . . . . . . . . . 53
           18.6    Winding Up. . . . . . . . . . . . . . . . . . . . . . . . 53
           18.7    No Restoration of Deficit Capital Accounts. . . . . . . . 54
           18.8    Deemed Liquidation. . . . . . . . . . . . . . . . . . . . 54
           18.9    Permitted Withdrawal by Feld. . . . . . . . . . . . . . . 54

ARTICLE 19 MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . 54
           19.1    Statement of Intent of Parties. . . . . . . . . . . . . . 54
           19.2    Notices . . . . . . . . . . . . . . . . . . . . . . . . . 55
           19.3    Application of Colorado Law . . . . . . . . . . . . . . . 56
           19.4    Waiver of Action for Partition. . . . . . . . . . . . . . 56
           19.5    Amendments. . . . . . . . . . . . . . . . . . . . . . . . 56
           19.6    Construction. . . . . . . . . . . . . . . . . . . . . . . 56
           19.7    Headings. . . . . . . . . . . . . . . . . . . . . . . . . 56
           19.8    Waivers . . . . . . . . . . . . . . . . . . . . . . . . . 56
           19.9    Time of the Essence . . . . . . . . . . . . . . . . . . . 56
           19.10   Remedies for Default. . . . . . . . . . . . . . . . . . . 57
           19.11   Rights and Remedies Cumulative. . . . . . . . . . . . . . 57
           19.12   Severability. . . . . . . . . . . . . . . . . . . . . . . 57
           19.13   Heirs, Successors and Assigns . . . . . . . . . . . . . . 57
           19.14   Counterparts. . . . . . . . . . . . . . . . . . . . . . . 57
           19.15   Further Assurances. . . . . . . . . . . . . . . . . . . . 57
           19.16   Entire Agreement. . . . . . . . . . . . . . . . . . . . . 57
<PAGE>

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  WITHOUT SUCH REGISTRATION,
SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME, EXCEPT
UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
MANAGERS OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR
THE SUBMISSION TO THE MANAGERS OF THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO THE MANAGERS TO THE EFFECT THAT ANY SUCH TRANSFER OR SALE WILL
NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.



                            OPERATING AGREEMENT OF
                       RED CANYON AT PALOMINO PARK LLC,
                     A COLORADO LIMITED LIABILITY COMPANY

     THIS OPERATING AGREEMENT is made as of the 17th day of April, 1996 by and
among AL FELD, an individual ("Feld"), and WELLSFORD PARK HIGHLANDS CORP., a
Colorado corporation ("WPHC"), as the members of RED CANYON AT PALOMINO PARK
LLC, a Colorado limited liability company (the "Company").

     NOW THEREFORE, pursuant to the Act, the following shall constitute the
Operating Agreement of RED CANYON AT PALOMINO PARK LLC, a Colorado limited
liability company.


                                   ARTICLE 1
                                  DEFINITIONS

     The following terms used in this Operating Agreement shall have the
following meanings (unless otherwise expressly provided herein):

     (a)  "Accountants" means Ernst & Young or such other accountant engaged by
the Company with the unanimous consent of the Members.

     (b)  "Act" means the version of the Colorado Limited Liability Company Act
adopted by the State of Colorado, Colo. Rev. Stat. Section 7-80-101 to 7-80-
913, as amended from time to time.

     (c)  "Adjusted Capital Account Deficit" with respect to any Member means
the deficit balance, if any, in such Member's Capital Account as of the end of
any Fiscal Year after giving effect to the following adjustments:  (i) credit
to such Capital Account the sum of (A) any amount which such Member is
obligated to restore to such Capital Account pursuant to any provision of this
Agreement, plus (B) an amount equal to such Member's share of Partnership
Minimum Gain as determined under Regulation Section 1.704-2(g)(1) and such
Member's share of Partner Nonrecourse Debt Minimum Gain as determined under
Regulation Section 1.704-2(i)(5), plus (C) any amounts which such Member is
deemed to be obligated to restore pursuant to Regulation Section 1.704-
1(b)(2)(ii)(c); and (ii) debit to such Capital Account the items described in
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     (d)  "Affiliate" means any Person controlling the outstanding equity
interests or profits interests of any other Person, any Person whose
outstanding equity interests are controlled by any other Person, or any Person
controlling, controlled by, or under common control with any other Person.

     (e)  "Agreement" shall mean this Operating Agreement as originally
executed and as it may be amended from time to time.

     (f)  "Approved Affiliate Agreements" shall have the meaning set forth in
Section 5.2.6 hereof.

     (g)  "Architect's Agreement" means the agreement to be entered into
between the Company and Feld Design, Inc. ("Architect"), an Affiliate of Feld,
at or prior to the Construction Loan Closing.

     (h)  "Asset Value"  with respect to any Company asset means:

          (i)  The fair market value, when contributed, of any asset
contributed to the Company by any Member;

          (ii) The fair market value on the date of distribution of any asset
distributed by the Company to any Member as consideration for an Interest in
the Company;

         (iii) The fair market value of all Property at the time of the
happening of any of the following events:  (A) the admission of a Member to, or
the increase of an Interest of an existing Member in, the Company in exchange
for a Capital Contribution; or (B) the liquidation of the Company under
Regulation Section 1.704-1(b)(2)(ii)(g); or

          (iv) The Basis of the asset in all other circumstances.

     (i)  "Bankruptcy Event" with respect to the Company or any Member means
any one of:

          (A)  Filing a voluntary petition in bankruptcy or for reorganization
or for adoption of an arrangement under the Bankruptcy Code;

          (B)  Making a general assignment for the benefit of creditors;

          (C)  The appointment by a court of a receiver for all or a portion of
the property of the Company or for all or a portion of a Member's property
having an aggregate value in excess of $500,000;

          (D)  The entry of an order for relief in the case of an involuntary
petition in bankruptcy; or

          (E)  The assumption of custody or sequestration by a court of
competent jurisdiction of all or substantially all of the Company's or such
Member's property, as appropriate.

     (j)  "Basis" with respect to an asset means the adjusted basis from time
to time of such asset for federal income tax purposes.

     (k)  "Call Option" means the call option of WPHC with respect to the
Interest of Feld as described in Section 16.2.1 hereof.

     (l)  "Capital Account" means an account maintained for each Member in
accordance with Regulation Sections 1.704-1(b) and 1.704-2 and to which the
following provisions apply to the extent not inconsistent with such
Regulations:

          (i)  There shall be credited to each Member's Capital Account (A)
such Member's Capital Contributions; (B) such Member's distributive share of
Profits; (C) any items of income or gain specially allocated to such Member
under Section 9.3 of this Agreement; and (D) the amount of any Company
liabilities (determined as provided in Code Section 752(c) and the Regulations
thereunder) assumed by such Member or to which Property distributed to such
Member is subject;

          (ii)  There shall be debited to each Member's Capital Account (A) the
amount of money and the Asset Value of any Property distributed to such Member
pursuant to this Agreement; (B) such Member's distributive share of Losses; (C)
any items of expense or loss which are specially allocated to such Member under
Section 9.3 of this Agreement, and (D) the amount of liabilities (determined as
provided in Code Section 752(c) and the Regulations thereunder) of such Member
assumed by the Company or to which Property contributed to the Company by such
Member is subject; and

          (iii)  The Capital Account of any transferee Member shall include the
appropriate portion of the Capital Account of the Member from whom the
transferee Member's Interest was obtained.

     (m)  "Capital Contribution" means the amount of money and the Asset Value
of any property other than money contributed to the Company by a Member with
respect to such Member's Interest in the Company.

     (n)  "Capital Contribution Balance" means with respect to any Member the
aggregate Capital Contributions made by such Member, plus an amount
corresponding to interest thereon at an annual rate of twelve percent (12%)
from the date(s) such Capital Contributions are made until the Option Closing
Date.  The parties acknowledge that the definition of Capital Contribution
Balance is only used in connection with the determination of Fair Market Value
of Feld's Interest.

     (o)  "Cash Flow" means the Operating Cash Flow and Sales or Refinancing
Cash Flow for any given period.

     (p)  "Code" means the Internal Revenue Code of 1986, as amended, or
corresponding provisions of subsequent superseding federal revenue laws.

     (q)  "Company" means RED CANYON AT PALOMINO PARK LLC, a Colorado limited
liability company.

     (r)  "Construction Consultant" means the Construction Consultant selected
by WPHC to monitor construction on behalf of WPHC, or such other consultant as
may be selected by WPHC.

     (s)  "Construction Lender" means the maker of the Construction Loan, or
its successor and assigns in such capacity.

     (t)  "Construction Loan" means the Construction Loan in the anticipated
principal amount of $27,000,000 to be made to the Company by the Construction
Lender at the Construction Loan Closing.

     (u)  "Construction Loan Closing" means the closing of the transactions
described in Section 5.2 hereof.

     (v)  "Construction Loan Closing Date" means the date on which the
Construction Loan Closing occurs.

     (w)  "Construction Loan Outside Date" has the definition given it in
Section 5.2.4 hereof.

     (x)  "Construction Procedures" means the requirements regarding
construction procedures set forth on Exhibit B attached hereto.

     (y)  "Conversion Date" means the later of (A) the date on which
Substantial Completion has occurred, or (B) the date which is the earlier of
(i) nineteen (19) months from the Construction Loan Closing Date, or (ii) the
date upon which the construction period interest line item in the budget for
the Construction Loan has been exhausted.  

     (y)  "Control" means the direct or indirect ownership of at least 50% of
the equity interests or profits interests of any other Person.

     (z)  "Cost Savings" means the positive amount, if any, by which the Total
Budgeted Development Costs exceed the actual Development Costs incurred through
the Final Closing Date.

     (aa) "Deposit Agreement" means the Deposit and Contract Administration
Agreement between WPHC and The Feld Company regarding the Land Contract, which
Deposit and Contract Administration Agreement is attached hereto as Exhibit C.

     (ab) "Depreciation" for any Fiscal Year or other period means the cost
recovery deduction with respect to an asset for such year  or other period as
determined for federal income tax purposes, provided that if the Asset Value of
such asset differs from its Basis at the beginning of such year or other
period, depreciation shall be determined as provided in Regulation Section
1.704-1(b)(2)(iv)(g)(3).

     (ac) "Development Costs" means the direct or indirect costs paid or
accrued by the Company related to the acquisition of the Project Land and the
development of the Project, including without limitation: (i) all costs of
construction and development of the Project; (ii) all costs of causing the
Project and its operations to comply with laws prior to the Conversion Date;
(iii) all real estate taxes, assessments and personal property taxes relating
to the period prior to the Conversion Date; (iv) all costs of insurance
incurred by or charged to the Company relating to the period prior to the
Conversion Date; (v) all fees paid to Feld or its Affiliates (excluding the
property management fee paid to The Feld Company after the Conversion Date);
(vi) all financing costs relating to the period prior to the Conversion Date,
including origination fees, reimbursement of expenses of the Construction
Lender and interest; (vii) all costs of administration of the Company,
including legal and accounting fees prior to or on the Final Closing Date;
(viii) all Operating Expenses incurred prior to the Conversion Date; and (ix)
costs of title insurance endorsements deleting the mechanic's lien exception
from the owner's title policy and bringing the date of the owner's title policy
down to the date of Final Closing.

     (ad) "Development Deficits" means the positive amount, if any, by which
(a) Development Costs exceed (b) the sum of the Capital Contributions of the
Members required to be made at the Initial Closing, the Final Closing Capital
Contribution and the Net Operating Income for the period prior to the
Conversion Date.

     (ae) "Development Deficit Payments" shall mean the Development Deficit
Payments to be paid by Feld pursuant to Section 6.3 of this Agreement.

     (af) "Entity" means any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust,
cooperative or association, or any governmental or quasi-governmental agency or
body.

     (ag) "Environmental Laws" means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C.A. Section 9601, et. seq.; the
Hazardous Materials Transportation Act, 49 U.S.C.A. Section 1801, et. seq.; the
Resource Conversation and Recovery Act, 42 U.S.C.A. Section 6901, et. seq.; the
Toxic Substances Control Act, 15 U.S.C.A. Section 2601, et. seq.; the Federal
Water Pollution Control Act, 33 U.S.C.A. Section 1251, et. seq.; any Colorado
environmental laws; or any successor to such laws (in existence on the date any
relevant representation is made or updated), or any other federal, state or
local environmental, health or safety statute, ordinance, code, rule,
regulation, order or decree regulating, relating to or imposing liability or
standards concerning or in connection with hazardous or toxic wastes,
substances, material, smoke, gas or particulate matter as now or at any time
hereafter in effect, or any common law theory based on nuisance or strict
liability.   

     (ah) "Environmental Reports" means the Environmental Site Assessment
prepared by ATEC Associates dated March 16, 1994, concerning the Land.

     (ai) "Fair Market Value of Feld's Interest" means the following:

          (i)  one percent (1.0%) of the following:  (A) the fair market value
of the Company's assets as determined by the Accountants based on the books and
records of the Company and on a current appraisal of the Project, minus (B) the
amount of the Company's debts and liabilities, including without limitation,
any debt encumbering the Project, trade payables, accrued expenses and
adjustments for any reasonably foreseeable contingent liabilities as determined
by the Accountants and accrued but unpaid Incentive Fees and any other fees
payable to Feld, minus (C) the Infrastructure Cost allocable to the Project
made on the same basis that such allocation of Infrastructure Cost is made in
connection with the calculation of the Incentive Fee; minus

          (ii) the amount determined as of the Option Closing Date by which (A)
one percent (1.0%) of the aggregate Capital Contribution Balances of Feld and
WPHC exceeds (B) the Capital Contribution Balance of Feld.

     (aj) "Final Closing" means the closing of the transactions described in
Article 8 hereof.

     (ak) "Final Closing Date" means the date on which the Final Closing
occurs.

     (al) "Final Closing Capital Contribution" means the Capital Contribution
to be made by WPHC pursuant to Section 4.1.2(b) hereof, when, as and if
required by this Agreement.

     (am) "Final Closing Funding Conditions" means the conditions to the
obligations of WPHC to make the Final Closing Capital Contribution, which
conditions are set forth on Exhibit D attached hereto.

     (an) "Final Completion" means the lien-free completion of construction of
the improvements in accordance with the Plans and Specifications (subject only
to minor and inconsequential field changes and other changes consented to by
WPHC), including without limitation, completion or correction of all punchlist
items and seasonal items such as landscaping to the reasonable satisfaction of
WPHC, payment and release of all liens of subcontractors, materialmen, and
other providers of labor, equipment, material and/or services to the Property
and the Project as evidenced by the receipt of all unconditional lien releases
from all such subcontractors, materialmen and all other providers of labor,
equipment, material and/or services to the Property and the Project, or in the
event a lien is being contested, the posting by Feld of collateral in an amount
and form reasonably satisfactory to WPHC, which may include providing a surety
bond to which the lien is transferred and providing title insurance coverage
against such liens.

     (ao) "Fiscal Year" means the taxable year of the Company for federal
income tax purposes as determined under Code Section 706 and the Regulations
thereunder.

     (ap) "Force Majeure" means acts of God, strikes, shortages of labor or
materials, weather conditions or other matters not reasonably within Feld's
control ("Force Majeure"), except that under no circumstances shall lack of
available funds be considered an event of Force Majeure.

     (aq) "Gross Operating Revenues" shall mean, with respect to any given
period of time, all gross operating income and rental revenues actually
received by or paid to or for the account of the Company with respect to the
ownership, operation, leasing and occupancy of the Project, excluding tenant
security deposits paid under Leases but including, but not limited to, any and
all of the following:  (i) rentals paid by tenants under leases of space in the
Project ("Leases"); (ii) late charges and interest paid by tenants under
Leases; (iii) rents and receipts from vending machines and similar items; (iv)
fees from parking garages or carports, if applicable; and (v) cable television
and telephone revenues.

     (ar) "Hazardous Materials" means without limitation, (i) asbestos or any
material composed of or containing asbestos or urea formaldehyde in any form
and in any type; (ii) polychlorinated biphenyl compounds; (iii) oil
hydrocarbons, petroleum, petroleum products or products containing or derived
from petroleum; (iv) any hazardous or toxic waste, substance, material, smoke,
gas or particulate matter, as presently defined by or for purposes of
Environmental Laws.

     (as) "Incentive Fee" has the meaning set forth in Section 7.5 hereof.

     (at) "Infrastructure" means the interior street improvements, utilities,
landscaping, a perimeter wall and gate, a guardhouse, a recreational center and
amenities, and a park and recreational amenities to be constructed on the
Infrastructure Land, as more particularly described on Exhibit E attached
hereto.

     (au) "Infrastructure Costs" means the actual cost of acquiring,
constructing and developing all of the Infrastructure, including without
limitation the cost of the Infrastructure Land, design and engineering costs,
construction management fees, general contractor fees, property taxes on the
Infrastructure Land prior to completion of the Infrastructure, interest expense
on the Infrastructure Land and the Infrastructure at an assumed nine percent
(9.0%) rate of interest for the period prior to the completion of each
applicable phase of the Infrastructure.  Infrastructure shall not include the
cost of issuance of bonds to finance the Infrastructure.  If all of the
Infrastructure has not been finally completed at the time of determination of
Infrastructure Costs due to phasing of the construction of Infrastructure or
for any other reason, then Infrastructure Costs shall include an amount equal
to the expected amount of Infrastructure Costs upon final completion of the
Infrastructure as reasonably determined by WPHC.

     (av) "Infrastructure Land" means the parcel of land on which the
Infrastructure improvements shall be constructed, which parcel is described on
Exhibit F attached hereto.

     (aw) "Infrastructure Improvements Agreement" has the meaning set forth in
Section 5.3.3 hereof.

     (ax) "Initial Closing" means the closing of the transactions described in
Section 5.1 hereof.

     (ay) "Initial Closing Date" means the date on which the Initial Closing
occurs.

     (az) "Interest" means the ownership interest of a Member in the Company at
any particular time, including the right of such Member to any and all benefits
to which such member may be entitled as provided in this Agreement or the Act,
together with the obligations of such Member to comply with all the terms and
provisions of this Agreement and the Act.  Such Interest of each Member shall,
except as specifically provided herein, be the percentage of the aggregate of
such benefits or obligations specified in this Agreement as such Member's
Percentage Interest.

     (ba) "Land" means the parcel of land located in Douglas County, Colorado,
which parcel is described on Exhibit G attached hereto.

     (bb) "Land Contract" means that certain Second Amended and Restated Vacant
Land Purchase and Sale Agreement dated March 23, 1995, between Mission Viejo
Company, as Seller, and The Feld Company, as Purchaser, as assigned to and
assumed by WPHC by that certain Assignment and Assumption Agreement - Purchase
Agreement dated May 2, 1995, and that portion of which relating to the Land
will be assigned to and assumed by the Company by that certain Assignment and
Assumption Agreement - Phase II dated May 1, 1996.

     (bc) "Majority In Interest" shall mean Members holding a majority of the
Percentage Interests.

     (bd) "Managers" shall mean one or more managers.  Specifically, "Managers"
shall mean Feld or any other Persons that succeed such Manager in that
capacity. Managers need not be residents of the State of Colorado or Members of
the Company.  References to the Manager in the singular or as him, her, it,
itself, or other like references shall also, where the context so requires, be
deemed to include the plural or the masculine or feminine reference, as the
case may be.

     (be) "Master Development" means a five-phase, gated apartment community to
be constructed on the Master Development Land, including a central 23-acre park
containing a clubhouse, swimming pool and health club.  The approximate
anticipated number of units in each phase of the Master Development is as
follows:  Phase I - 456; Phase II -  304; Phase III - 332; Phase IV - 436; and
Phase V - 352, for a total of 1,880 units if fully developed.

     (bf) "Master Development Land" means the Land described on Exhibit H
attached hereto, which land is all of the land to be sold and conveyed pursuant
to the Land Contract.

     (bg) "Material Default" means a default by Feld in any of its obligations
hereunder which in the reasonable judgment of WPHC has caused or is likely to
cause damages to WPHC of $250,000 or more.  
     (bh) "Members" shall mean Feld and WPHC and each of the parties who may
hereafter become additional or substituted Members.

     (bi) "Minimum Option Price" means $50,000.

     (bj) "Multi-Family Project" shall mean an apartment project, condominium
project, town-home project or other multi-family residential project.

     (bk) "Net Operating Income" means, with respect to any given period of
time,  the aggregate Gross Operating Revenue for such period of time minus the
aggregate Operating Expenses for such period of time.  Notwithstanding the
foregoing, in connection with the calculation of the Incentive Fee, Net
Operating Income shall be determined on an accrual basis for the relevant
period with the following additional adjustments:  if property taxes do not
fully reflect the completion of the Project, then the property taxes shall be
increased to the amount of property taxes that would have been assessed had the
Project been completed and included in the calculation of the property taxes.  

     (bl) "Operating Cash Flow" means with respect to any given period the Net
Operating Income of the Company actually received and attributable to such
period reduced by all debt service charges and expenses related to such period
and by expenditures required to be capitalized for federal income tax purposes
incurred during such period (other than Development Costs).

     (bm) "Operating Deficits" means, for any specified period beginning no
earlier than (i) six (6) months after the earlier of Substantial Completion of
the multifamily units on Lot 1A, Highlands Ranch Filing No. 126-A First
Amendment ("Phase I"), or (ii) Phase I being 85% leased, the greater of 0 or
the following:  (A) the interest payments, accruals and periodic charges and
expenses on the Construction Loan for such period; plus (B) the aggregate
Operating Expenses for such period of time; minus (c) Gross Operating Revenue
for such period of time. 

     (bn) "Operating Deficit Payments" shall mean the Operating Deficit
Payments to be paid by Feld pursuant to Section 6.4 of this Agreement.

     (bo) "Operating Expenses" shall mean with respect to any given period of
time all expenses of the Company in connection with the ownership, operation,
leasing and occupancy of buildings in the Project, which either are rent-ready
or all or any portion of which are occupied by tenants, attributable to such
period of time as determined on an accrual basis, excluding interest payments
and accruals on the Construction Loan but including, but not limited to, any
and all of the following: (i) general real estate taxes; (ii) special
assessments or similar charges; (iii) personal property taxes, if any; (iv)
sales and use taxes applicable to such operating expenses; (v) cost of
utilities for the Project; (vi) maintenance and repair costs of the Project;
(vii) operating and management expenses and fees; (viii) premiums of insurance
carried on or with respect to the Project; (ix) costs, including leasing
commissions, advertisement and promotional costs, to obtain leases and the cost
of work performed to ready space in the Project for occupancy under leases; (x)
accounting and auditing fees and costs, attorneys' fees and other
administrative and general expenses and disbursements of the Company in
connection with the ownership, operation, leasing and management of the
Project; (xi) expensed improvements in accordance with the accounting practices
of WRPT; (xii) an allocable share of the costs and expenses of operating and
maintaining the Infrastructure, excluding such costs and expenses that are paid
by the owner of any other phase of the Master Development or are paid from
operating reserves of the Infrastructure owner established in connection with
the financing of the Infrastructure (the method of allocation of such costs and
expenses shall be agreed upon by the Members at or prior to the Construction
Loan Closing); and (xiii) any other costs, charges or expenses incurred by the
Company which are not Development Costs.

     (bp) "Option Closing Date" means the date on which the Call Option or the
Put Option shall close.

     (bq) "Option Price" means the greater of the Fair Market Value of Feld's
Interest and the Minimum Option Price.

     (br) "Outside Date" means the date that is twenty-eight (28) months
following the closing of the Construction Loan Closing Date.  Such Outside Date
may be extended by Force Majeure, but in no event by more than 120 days.

     (bs) "Percentage Interest" shall mean the following:  (i) with respect to
Feld, one percent (1.0%); and (ii) with respect to WPHC, ninety-nine percent
(99.0%).

     (bt) "Person" shall mean any individual or Entity, and the heirs,
executors, administrators, legal representatives, successors, and assigns of
such Person where the context so admits.

     (bu) "Plans and Specifications" means the for-construction plans and
specifications for the construction of the Project, which plans and
specifications are to be prepared and approved by the Members as described in
Section 5.2.2 hereof.

     (bv) "Pre-Existing Environmental Condition" means the presence, if any, of
Hazardous Materials on or about the Project Land on the Initial Closing Date
which at any subsequent time constitutes a violation of Environmental Laws or
which subjects or is reasonably expected to subject the Company or its Members
or Managers to liability to any Person.

     (bw) "Pre-Existing Environmental Condition Liability" means any liability,
loss, damage or cost incurred by the Company prior to the Final Closing Date
arising from a Pre-Existing Environmental Condition, including without
limitation, any increase in Development Costs or Operating Expenses arising
directly from a Pre-Existing Environmental Condition.

     (bx) "Profits" and "Losses" for any Fiscal Year or other period means an
amount equal to the Company's taxable income or loss for such year or period
determined in accordance with Code Section 703(a) and the Regulations
thereunder with the following adjustments:

          (i)  All items of income, gain, loss and deduction of the Company
required to be stated separately shall be included in taxable income or loss;

          (ii) Income of the Company exempt from federal income tax shall be
treated as taxable income;

         (iii) Expenditures of the Company described in Code Section
705(a)(2)(B) or treated as such expenditures under Regulation Section 1.704-
1(b)(2)(iv)(i) shall be subtracted from taxable income;

          (iv) The difference between Basis and Asset Value shall be treated as
gain or loss upon the happening of any event described in Article 1(h)(i), (ii)
or (iii);

          (v)  Gain or loss resulting from the disposition of Property from
which gain or loss is recognized for federal income tax purposes shall be
determined with reference to the Asset Value of such Property;

          (vi) Depreciation shall be determined based upon Asset Value instead
of as determined for federal income tax purposes; and

         (vii) Items which are specially allocated under Article 9 of this
Agreement shall not be taken into account.

     (by) "Project" means the 304-unit apartment complex and related facilities
and amenities to be constructed on the Project Land in accordance with the
Plans and Specifications.  Project does not include the Infrastructure.

     (bz) "Project Budget" means the budget for construction and development of
the Project by the Company.  An "Initial Project Budget is attached hereto as
Exhibit I.  As described in Section 5.2.3 hereof, in connection with the
Construction Loan Closing, the Members shall agree upon the "Final Project
Budget."

     (ca) "Project Land" means the Land, excluding the Infrastructure Land.

     (cb) "Property" means all real and personal property, tangible and
intangible, owned by the Company.

     (cc) "Property Management Agreement" means the Property Management
Agreement to be entered into between the Company and The Feld Company, an
Affiliate of Feld, in the form attached hereto as Exhibit J.  The Property
Management Agreement provides that it shall terminate on the first to occur of
the following:  (i) at the option of either party, upon the Removal of Feld;
and (ii) after the Final Closing Date, upon 30 days' written notice of
termination from one party to the other.
 
     (cd) "Put Option" means the put option of Feld with respect to the
Interest of Feld as described in Section 16.2.2 hereof.

     (ce) "Regulations" means the federal income tax regulations, including
temporary (but not proposed) regulations, promulgated under the Code.

     (cf) "Removal" means the removal of Feld pursuant to Section 12.12 hereof.

     (cg) "Removal Event" has the meaning set forth in Section 12.12 hereof.

     (ch) "Restricted Party" has the meaning set forth in Section 14.6.4
hereof.

     (ci) "Sales or Refinancing Cash Flow" means, for any given period, the
cash proceeds received from the Company from the sale, other disposition, or
refinancing of any or all of the Property (including payments of principal and
interest on obligations received by the Company in connection with such sale or
other disposition) in excess of amounts necessary to discharge Company
obligations with respect to such Property.

     (cj) "Substantial Completion" means satisfaction of all of the following: 
(i) completion of construction of the Project in compliance with the Plans and
Specifications (subject only to minor and inconsequential field changes and
other changes consented to by WPHC, punch list items and seasonal items such as
landscaping which do not interfere with the occupancy and use of the Project,
and liens of subcontractors, materialmen, and other providers of labor,
equipment, material and/or services to the Property and the Project not yet due
and payable or for which either a surety bond or title insurance reasonably
acceptable to WPHC is provided by Feld), as evidenced by temporary or permanent
certificate(s) of occupancy, or the equivalent, issued by the applicable
governmental authority for all buildings which are part of the Project, which
permit the occupancy and use of all the apartment units; and (ii) each unit in
the Project having been made rent-ready, including, without limitation, the
installation of all appliances (including, without limitation, refrigerators
and ranges), light fixtures, floor coverings and window coverings required by
the Plans and Specifications or otherwise required for the use, occupancy, and
operation of the units.

     (ck) "Substitute Member" shall mean any Person who or which is admitted to
the Company as a substitute Member pursuant to Colo. Rev. Stat. Section 7-80-
702(2) (1991), as it may be amended.

     (cl) "Total Budgeted Development Costs" means the Total Development Costs
as shown on the Final Project Budget.

     (cm) "WRPT" means Wellsford Residential Property Trust, a Maryland real
estate investment trust, which is an Affiliate of WPHC.

     (cn) "WPHC" means Wellsford Park Highlands Corp., a Colorado corporation.


                                   ARTICLE 2
                             FORMATION OF COMPANY

     2.1  Formation.  On April 17, 1996, the parties hereto organized the
Company as a Colorado limited liability company under and pursuant to the Act.

     2.2  Name.  The name of the Company is Red Canyon at Palomino Park LLC, a
Colorado limited liability company.

     2.3  Principal Place of Business.  The principal place of business of the
Company within the State of Colorado shall be  370 Seventeenth Street, Suite
3100, Denver, Colorado  80202.  The Company may locate its places of business
and registered office at any other place or places as the Managers may from
time to time deem advisable.

     2.4  Registered Office and Registered Agent.  The Company's registered
office shall be at the office of its registered agent at 370 Seventeenth
Street, Suite 3100, Denver, Colorado 80202 and the name of its initial
registered agent at such address shall be Wellsford Park Highlands Corp., a
Colorado corporation.  The registered agent shall provide promptly to the
Managers copies of all written notices, summonses and other documents received
by the registered agent on behalf of the corporation (other than general
advertising and promotional materials) and, in any event, such copies shall be
provided not more than ten (10) business days after receipt thereof by such
registered agent.  The Managers shall have no liability for the effects of any
failure by the registered agent to timely deliver any such items to the
Managers except to the extent the Managers had actual notice of such items
prior to delivery by the registered agent.  In any contracts, subcontracts,
loan agreements or other documents entered into by the Company, the Managers
shall provide that the addresses for notice to be given under any such
agreements shall include both the registered agent and the Managers.

     2.5  Articles of Organization.  The Articles of Organization are hereby
adopted and incorporated by reference into this Agreement.  In the event of any
inconsistency between the Articles of Organization and this Agreement, the
terms of the Articles of Organization shall govern.

     2.6  Term.  The term of the Company shall be thirty (30) years from the
date of filing of Articles of Organization with the Secretary of State of the
State of Colorado, unless the Company is earlier dissolved in accordance with
either the provisions of this Agreement or the Act.


                                   ARTICLE 3
                              BUSINESS OF COMPANY

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

          3.1.1     To acquire the Land and to construct, develop, own,
operate, manage, lease, finance, improve and sell or otherwise dispose of the
Project; and 

          3.1.2     To engage in all activities necessary, customary,
convenient, or incidental to any of the foregoing.

     3.2  Other Activity or Business.  The Company shall not engage in any
other activity or business unless approved by all Members.


                                   ARTICLE 4
                    CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS
                           AND LOANS TO THE COMPANY

     4.1  Capital Contributions.  Subject to the provisions of this Agreement,
the Members shall be obligated to make the following Capital Contributions to
the Company:

          4.1.1  Capital Contributions by Feld.  At the Initial Closing, Feld
shall make a Capital Contribution of $1,000.

          4.1.2  Capital Contributions by WPHC.  WPHC shall make the following
Capital Contributions:

               (a)  At the Initial Closing, WPHC shall make a Capital
Contribution in the amount of approximately $2,123,113, which the Company shall
use to fund the acquisition of the Land.

               (b)  At the Final Closing and contingent on satisfaction of all
of the Final Closing Funding Conditions, WPHC shall make the Final Closing
Capital Contribution in an amount equal to the following:  (i) the Total
Budgeted Development Costs, minus (ii) any Capital Contributions made prior to
the Final Closing Date by WPHC, plus (iii) any distributions made to WPHC
pursuant to Section 10.3 hereof, minus (iv) an amount equal to twenty-five
percent (25%) of Cost Savings, if any.  

WRPT shall guaranty the obligation of WPHC to make the Final Closing Capital
Contribution by executing the Guaranty attached hereto.

     4.2  Withdrawal or Reduction of Members' Contributions to Capital.

          4.2.1  A Member shall not receive out of the Company's Property any
part of such Member's Capital Contributions in violation of the Act.

          4.2.2  A Member, irrespective of the nature of such Member's Capital
Contribution, has the right to demand and receive only cash in return for such
Member's Capital Contribution and then only in accordance with the terms of
this Agreement.

     4.3  Development Deficit Payments.  Feld shall have the obligation to make
Development Deficit Payments when and as required under Article 6 of this
Agreement.

     4.4  Operating Deficit Payments.  Feld shall have the obligation to make
Operating Deficit Payments when and as required under Article 6 of this
Agreement.

     4.5  Additional Capital Contributions.  Except as expressly described in
this Article 4, no Member has an obligation to make any Capital Contributions
or loans or advances to the Company. 

     4.6  Miscellaneous.

          4.6.1  No Interest on Capital Contribution.  No Member shall be
entitled to or shall receive interest on such Member's Capital Contribution.

          4.6.2  No Withdrawal of Capital Contribution.  No Member may withdraw
any capital from the capital of the Company except as expressly provided herein
or under the Act.

          4.6.3  No Priority of Return of Capital Contribution.  No Member
shall have any priority over any other Member with respect to the return of any
Capital Contribution, except as expressly provided herein.

          4.6.4  No Third Party Beneficiaries.  The provisions of this Article
4 are not intended to be for the benefit of and shall not confer any rights on
any creditor or other Person (other than a Member in such Member's capacity as
a Member) to whom any debts, liabilities or obligations are owed by the Company
or any of the Members.


                                   ARTICLE 5
                 INITIAL CLOSING; INFRASTRUCTURE LAND CLOSING;
                           CONSTRUCTION LOAN CLOSING

     5.1  Initial Closing.  The Members of the Company shall cooperate to cause
an Initial Closing at which the following shall occur:

          5.1.1  Land Closing.  The Company shall acquire the Land pursuant to
the Land Contract to be partially assigned to the Company.  The Company shall
obtain an Owner's Policy of Title Insurance from a title insurer acceptable to
the Members (the "Title Company") in accordance with the terms of the Land
Contract.

          5.1.2  Reimbursement of Feld Expenses.  At the Initial Closing, the
Company shall reimburse Feld and its Affiliates for those costs and expenses
incurred by Feld and its Affiliates as set forth on Exhibit A attached hereto
and for accrued pre-development costs incurred by Feld on or prior to the
Initial Closing for which Feld has not previously been billed ("Reimbursable
Expenses").  Feld represents and warrants that such Exhibit A and additional
invoices and schedules to be provided by Feld with respect to the balance of
the Reimbursable Expenses set forth and shall set forth the costs and expenses
actually incurred by Feld in connection with the Project.  Notwithstanding
anything to the contrary herein, only those Reimbursable Expenses which
constitute actual, third party costs of Feld shall be paid at the Initial
Closing.  Any Reimbursable Expenses for in-house architectural services or
other services provided by Feld or The Feld Company ("In House Reimbursable
Expenses") shall be paid only if and when a Construction Loan Closing occurs. 
In connection with any request for the payment of In House Reimbursable
Expenses, Feld shall submit to WPHC for approval the following:  (i) detailed
invoices setting forth the services performed and work delivered by Feld and
its Affiliates; and (ii) receipts, releases and documents of transfer and
conveyance in connection with the work performed and services provided as may
be reasonably requested by WPHC.  The payment of any In House Reimbursable
Expenses shall be subject to the approval of WPHC, which approval shall not be
unreasonably withheld.  If Feld is removed or withdraws as a Member and a
Construction Loan Closing has not occurred by the date of such removal or
withdrawal, then the Company shall have no obligation to pay Feld, The Feld
Company or their Affiliates for any In House Reimbursable Expenses.  Except as
set forth in this Section 5.1.2, neither Feld nor The Feld Company shall have
any right of reimbursement from the Company with respect to any other costs and
expenses incurred in connection with the Project prior to the Initial Closing
Date.

          5.1.3  Approval of Land Documents.  The Company shall not proceed
with the Initial Closing unless and until the form of documents related to the
closing of the acquisition of the Land have been approved by all the Members.

          5.1.4  Pledge of Interest.

               5.1.4.1   As collateral for the performance by Feld of its
obligations under this Agreement, at the Initial Closing Feld shall execute a
Pledge and Security Agreement in the form of Exhibit L attached hereto, wherein
Feld grants WPHC a first lien security interest in Feld's Interest in the
Company and in Feld's right to receive all fees, payments and distributions
from the Company.  Any uncured default under this Agreement shall constitute an
Event of Default (as such term is defined in said Pledge and Security
Agreement) under said Pledge and Security Agreement, and any Event of Default
under said Pledge and Security Agreement shall be a default under this
Agreement.

               5.1.4.2  As collateral for the performance by WPHC of their
obligations to make Capital Contributions as required under this Agreement, at
the Initial Closing WPHC shall execute a Pledge and Security Agreement in the
form of Exhibit M attached hereto, wherein it grants Feld a first lien security
interest in its Interest in the Company and in its right to receive all fees,
payments and distributions from the Company.  Any uncured default under this
Agreement shall constitute an Event of Default (as such term is defined in said
Pledge and Security Agreement) under said Pledge and Security Agreement, and
any Event of Default under said Pledge and Security Agreement shall be a
default under this Agreement.

     5.2  Construction Procedures and Closing.

          5.2.1  Predevelopment Activities.  

               5.2.1.1   Feld shall pursue, with reasonable diligence and
subject to the reasonable direction of WPHC, all approvals required to commence
construction of the Project.  Subject to the input and approval of WPHC, Feld
shall develop appropriate site plans and other plans as may be required to
obtain such approvals.  Feld shall not submit any proposed plans or other
materials to any governmental agency without the prior approval of WPHC.  In
addition, Feld shall not incur any third party expense without the prior
approval of WPHC.  WPHC agrees to reasonably cooperate with Feld in obtaining
the Approvals, which cooperation shall include, without limitation, prompt
review of any matters submitted to WPHC and prompt response to Feld in
connection with any matters submitted to WPHC.  Copies of all reports, studies
and other information and material generated for or on behalf of Feld in
connection with its review and evaluation of the Property shall promptly be
delivered to WPHC, including, without limitation, the full text of all
drawings, reports and memoranda supplied by engineers and other consultants and
any memoranda of discussions with governmental officials and neighborhood
groups.  

               5.2.1.2   Feld shall prepare and submit to WPHC for a approval a
pre-development budget for the activities of the Company prior to the
Construction Loan Closing Date.  If and when WPHC approves in writing a pre-
development budget, Feld shall be authorized to incur costs in accordance with
such pre-development budget and WPHC shall be obligated to fund such approved
pre-development budget.  

          5.2.2  Plans and Specifications.  Prior to the Construction Loan
Closing and after consultation with WPHC, Feld shall cause to be prepared
detailed construction Plans and Specifications for the Project, and shall
submit such Plans and Specifications to WPHC for approval.  If and when WPHC
approves the Plans and Specifications, the Members shall initial a description
of the Plans and Specifications and attach the description to this Agreement as
Exhibit N.

          5.2.3  Project Budget.  Prior to the Construction Loan Closing and
after consultation with WPHC, Feld shall cause to be prepared a revised Project
Budget based on the approved Plans and Specifications, and shall submit such
Project Budget to WPHC for approval.  If and when WPHC approves the revised
Project Budget, the Members shall initial such Project Budget and attach it to
this Agreement as Exhibit O.  Upon approval, such revised Project Budget shall
for all purposes be the "Final Project Budget."

          5.2.4  Obtaining a Construction Loan.  Feld shall use its best
efforts to cause the Company to obtain a Construction Loan for construction of
the Project on terms and from a Construction Lender acceptable to the Members,
including, but not limited to, the following:  (a) the Construction Loan amount
must be sufficient to reimburse WPHC at the Construction Loan Closing for the
acquisition cost of the Project Land and any advances it made to the Company
for predevelopment activities; (b) the interest rate shall be a variable rate
equal to LIBOR plus a spread reasonably acceptable to the Members; (c)  the
Construction Loan Closing must take place on or before October 31, 1996,
provided, however, such date shall be extended to a date not later than
December 31, 1996, if Feld is diligently pursuing his obligations and if the
delay is not attributable to a default by Feld (such date as it may be extended
is referred to herein as the "Construction Loan Outside Date"); (d) Feld shall
personally guarantee the Construction Loan if required by the Construction
Lender; (e) the Construction Loan shall have a maturity date of at least
twenty-eight (28) months from the date of the Construction Loan Closing; and
(f) the other terms shall be reasonably acceptable to WPHC.

          5.2.5  Construction Loan Documents.  The Company shall not proceed
with the Construction Loan Closing unless and until the form of documents
related to the Construction Loan and the Tri-Party Agreement (as defined in
Section 5.2.8 below) have been approved by all the Members.  There shall be no
modification to the Construction Loan documents without the prior written
approval of all Members.

          5.2.6  Approved Affiliate Agreements.  On or prior to the
Construction Loan Closing Date and only with the approval of all of the
Members, the Company shall enter into (a) a construction management agreement
with Tricor Construction Company, an Affiliate of Feld ("Contractor"), (b) a
construction contract with Contractor, and (c) the Architect's Agreement with
Architect.  Except for a reasonable fee to be paid pursuant to the Architect's
Agreement with the approval of WPHC, no fees or other compensation, profit or
cost savings shall be paid to Contractor under such agreements except the fees
provided for in Article 7 below.  The Company hereby agrees that Contractor may
enter into a landscape design contract and an interior design contract with
Architect, and all subcontracts entered into by Contractor and/or Architect
shall be included in the Final Project Budget, but such subcontracts shall
provide for the subcontractor to look only to Contractor or Architect, as
applicable, for payment under the subcontracts.  Fees or other profit,
compensation or sharing of cost savings under such subcontracts shall not
exceed the amount a prudent owner would pay in a bona fide arm's length
transaction after obtaining competitive bids.  The agreements described in this
Section 5.2.6, together with the Property Management Agreement, are hereinafter
called the "Approved Affiliate Agreements."  Neither Feld nor Contractor nor
Architect shall enter into any other agreements with parties affiliated with
Feld without specific disclosure to all Members in writing of such affiliation
and without prior written consent of all the Members in each instance.  In the
event of any conflict between this Agreement and such Approved Affiliate
Agreements, this Agreement shall control.  In the event of an uncured default
by Feld under this Agreement, the Approved Affiliate Agreements may be
terminated at the option of WPHC.  Any default by Feld under any Approved
Affiliate Agreement which is not timely cured  shall be a default hereunder. 
There shall be no modification to the Approved Affiliate Agreements without the
prior written approval of all Members.  Each Approved Affiliate Agreement shall
provide that the Company shall have the right to terminate such agreement upon
the Removal of Feld without such termination constituting a default.

          5.2.7  Feld Guarantee.  Feld shall personally guarantee to the
Construction Lender the payment and performance of all obligations of the
Company under the Construction Loan, subject to such limitations on liability
of Feld and guaranty termination provisions as are acceptable to the
Construction Lender. 

          5.2.8  Tri-Party Agreement.  At the Construction Loan Closing, the
Company, the Construction Lender and WRPT shall enter into a Tri-Party
Agreement containing the following principal terms:  (a) if the Construction
Loan has not been paid in full by its maturity date, the Construction Lender
shall have the right to require that WRPT purchase the Construction Loan from
the Lender, or at WRPT's option, cause the Construction Loan to be repaid; (b)
the obligation of WRPT under the Tri-Party Agreement shall be conditioned on
timely satisfaction of all of the Final Closing Funding Conditions; and (c) the
purchase price for the Construction Loan shall equal the lesser of the
outstanding balance of the Construction Loan, including accrued interest,
principal and other amounts due thereunder or the amount of the Final Closing
Capital Contribution.

          5.2.9  Property Management Agreement.  At the Construction Loan
Closing, the Company shall enter into the Property Management Agreement with
The Feld Company, an Affiliate of Feld.

     5.3  Infrastructure Land Closing and Bond Financing of Infrastructure.  It
is the intent of the Members that the Infrastructure Land be acquired and
developed by Palomino Park Public Improvements Corporation, a Colorado non-
profit corporation ("PPPIC"), which has financed acquisition and development
and certain land and Infrastructure improvements through the issuance of tax-
exempt bonds (the "Bonds").

          5.3.1  Subdivision of the Land; Sale of the Infrastructure Land. 
After the date hereof and prior to the Construction Loan Closing, unless WPHC
otherwise agrees, Feld shall cause the Company to use all reasonable efforts to
effect the legal subdivision of the Land into two legally separate parcels. 
One parcel shall comprise the Infrastructure Land, and one parcel shall
comprise the Project Land.  At or prior to the Construction Loan Closing, the
Company shall sell the Infrastructure Land and any improvements located thereon
to PPPIC for a purchase price designated by WPHC and on terms designated by
WPHC.  

          5.3.2  Control Over Matters Related to Infrastructure and Bonds. 
Notwithstanding anything to the contrary herein, WPHC shall have sole and
exclusive control over all decisions of the Company relating to the Bonds, to
the subdivision and sale of the Infrastructure Land and to the financing,
construction, use and development of the Infrastructure.  In order to procure
for the Project the benefits of the use and enjoyment of the Infrastructure to
be constructed by PPPIC, the Company shall enter into such agreements with
PPPIC as WPHC may require, in form and content acceptable to WPHC in its sole
discretion, providing, among other things, for the encumbering of the Land by
liens securing payment of the Bonds, operation and maintenance of the
Infrastructure and satisfaction of certain indemnification obligations
undertaken by PPPIC with respect to the Infrastructure.  
          5.3.3  Construction of Infrastructure.  An Affiliate of Feld, has
entered into one or more agreements and may enter into additional agreements
(collectively, the "Infrastructure Improvements Agreement") with PPPIC (or its
contractor) to construct the Infrastructure for a guaranteed maximum price,
including a fee to Feld not to exceed three percent (3%) of the hard costs of
construction of the Infrastructure.  A default by Feld in the performance of
its obligations under that contract not cured within any applicable cure period
shall constitute a default under this Agreement.  WPHC may in its discretion
cause the phasing of the construction of the Infrastructure Improvements.  An
initial budget for the costs of acquisition and development of the
Infrastructure is attached hereto as Exhibit T.

     5.4  Failure of Initial Closing or Construction Loan Closing to Occur. 
Feld covenants to cause the Initial Closing to occur by May 2, 1996 and the
Construction Loan Closing to occur by the Construction Loan Outside Date. If
for any reason the Initial Closing has not occurred by May 2, 1996, or the
Construction Loan Closing has not occurred by the Construction Loan Outside
Date, then WPHC shall have the right to remove Feld as a Member and Manager of
the Company in accordance with the provisions of Section 12.12.


                                   ARTICLE 6
                DEVELOPMENT OF PROJECT; OPERATIONS PRIOR TO THE
                              FINAL CLOSING DATE

     6.1  Duties of Feld.  Feld shall have the authority, duty and the
obligation to:

          6.1.1  act on behalf of the Company in relation with any governmental
agency or authority, the Construction Lender, and all contractors and
subcontractors with respect to all matters relating to the construction and
development of the Project;

          6.1.2  use its best efforts to cause the Company to obtain a
commitment for the Construction Loan on terms and conditions acceptable to all
the Members and satisfy the conditions for the Construction Loan Closing;

          6.1.3  coordinate with Architect the preparation of the Plans and
Specifications,  ensure that the Plans and Specifications are in compliance
with all applicable codes, laws, ordinances, rules and regulations, and
recommend alternative solutions whenever design details affect construction
feasibility or schedules;

          6.1.4  negotiate all necessary contracts and subcontracts for the
construction of the Project and monitor disbursement and payment of amounts
owed the Architect, Contractor and subcontractors;

          6.1.5  choose the products and materials necessary to equip the
Project in a manner which satisfies all requirements of the Construction Lender
and the Plans and Specifications;

          6.1.6  secure all building code approvals and obtain certificates of
occupancy for all of the apartment units of the Project;

          6.1.7  cause the Project to be commenced not more than thirty (30)
days after the Construction Loan Closing, or by such earlier date as may be
required under the Construction Loan documents, and completed in a prompt and
expeditious manner, consistent with good workmanship, and in compliance,
without any material deviation, with the following:

               (a)  the Plans and Specifications as they may be amended in
accordance with the terms of this Agreement;

               (b)  any and all zoning regulations, county ordinances,
including health, fire and safety regulations, and any other requirements of
federal, state and local laws, rules, regulations and ordinances applicable to
construction of the Project;

          6.1.8  cause to be performed in a diligent and efficient manner the
following:

               (a)  construction of the Project pursuant to and in accordance,
without any material deviation, with the Plans and Specifications, free and
clear (except as otherwise permitted herein) of all mechanics and materialmen's
liens; and

               (b)  general administration and supervision of construction of
the Project, including but not limited to activities of subcontractors and
their employees and agents, and others employed as to the Project in a manner
which complies in all material respects with the Construction Loan, the Plans
and Specifications and the Construction Procedures;

          6.1.9  keep, or cause to be kept, accounts and cost records as to the
construction of the Project and make available to WPHC, during normal business
hours copies of all material contracts and subcontracts;

          6.1.10  provide regular monitoring, and periodically (at least
monthly, or more often if requested by any Member) update the Project
construction time schedule and summarize potential variances between scheduled
and probable completion dates, the schedule for work not started or incomplete;

          6.1.11  revise and refine the approved estimate of Development Costs,
incorporate changes as they occur, and develop cash flow reports and forecasts
as needed;

          6.1.12  develop and implement a system for review and processing of
change orders as to construction of the Project;

          6.1.13  develop and implement a procedure for the review and
processing of applications by subcontractors for progress and final payments;
and

          6.1.14  record the progress of the Project and submit written
progress reports to WPHC, including the percentage of completion and the number
and amounts of change orders.

     6.2  Construction Completion.  Feld hereby unconditionally covenants and
warrants as follows:  (i) the Project shall be constructed in a good and
workmanlike manner and all work shall be performed in accordance with the terms
of Section 6.11 hereof; (ii) Feld shall fully and timely perform all of its
other obligations under this Agreement; and (iii) subject to Force Majeure, it
shall cause (a) Substantial Completion of the Project to occur within twenty-
one (21) months after the Construction Loan Closing Date; (b) Final Completion
to occur within twenty-four (24) months after the Construction Loan Closing
Date; and (c) all Final Closing Funding Conditions shall be satisfied prior to
the Outside Date.

     6.3  Development Deficit Guaranty.  Feld hereby guarantees Feld shall
advance to or for the account of the Company amounts equal to all Development
Deficits at such time as such Development Deficits occur ("Development Deficit
Payments").  Feld shall make Development Deficit Payments required of him by
the earlier of (A) the date required to avoid a default under Company
obligations, including without limitation the Construction Loan, and (B) the
date required to keep all sources of funding for the Project "in balance" as
adequate sources of funds to timely cause Final Completion of the Project and
satisfaction of other obligations of the Company.  In any event, all
Development Deficits shall be paid by Feld in full prior to the Final Closing
Date.  All Development Deficit Payments made to the Company shall be non-
reimbursable payments, and Feld shall not be entitled to any repayment from the
Company (unless advances of the Construction Loan are later available to
reimburse Feld for the same), and the Capital Account of Feld shall not be
affected by any Deficit Payments made by Feld.  Without limiting the generality
of the foregoing, Feld shall not be entitled to reimburse himself for any
Development Deficits.  

     6.4  Operating Deficit Guaranty.  Feld hereby guarantees Feld shall
advance to or for the account of the Company amounts equal to all Operating
Deficits, at such time as such Operating Deficits occur ("Operating Deficit
Payments").  Feld shall make Operating Deficit Payments required of him by the
date required to avoid a default under Company obligations, including without
limitation the Construction Loan and obligations to trade creditors.  In any
event, all Operating Deficits shall be paid by Feld in full prior to the Final
Closing Date.  All Operating Deficit Payments made to the Company shall be
non-reimbursable payments, except to the extent that, subsequent to the making
of any such Operating Deficit Payment by Feld, there is sufficient Net
Operating Income prior to the earliest of the Final Closing Date, the Outside
Date or the date of the Removal of Feld by WPHC to reimburse Feld for the same. 
In no event, shall the Capital Account of Feld be affected by any Operating
Deficit Payments made by Feld.  Notwithstanding anything to the contrary
herein, upon the Removal of Feld, Feld shall not have any obligation hereunder
to fund Operating Deficits incurred after the date of his Removal.  

     6.5  Liabilities of the Company.  Feld covenants that by the earlier of
the Final Closing Date or the Outside Date, provided WPHC has satisfied its
obligation to make the Final Closing Capital Contribution, Feld shall cause the
Company to have no unsatisfied debts or liabilities other than obligations
under service contracts and other agreements relating to the Project permitted
by this Agreement related to the period after the Final Closing, or related to
the period prior to the Final Closing if adequate cash reserves are held by the
Company to pay such liabilities.

     6.6  Construction Contracts.  Feld shall obtain and the Company shall
enter into such contracts, agreements or obligations, as are necessary to
construct and develop the Project.  Feld shall not, without the consent of
WPHC, which consent shall not be unreasonably withheld, do or permit to be done
any of the following:

          6.6.1  Enter into or cause the Company to enter into any other
primary contract relating to the construction of the Project; and

          6.6.2  Amend or modify any Approved Affiliate Agreements.

     6.7  Administration of the Construction Loan.  Feld shall administer the
Construction Loan on behalf of the Company and in accordance with the
Construction Procedures.  The Company shall engage the Construction Consultant
to monitor the progress of construction of the Project and to review draw
requests on behalf of WPHC.  Feld shall cooperate with the Construction
Consultant and shall provide access to the Construction Consultant for
inspection of the construction work of the Project as it progresses.  Feld
shall approve and submit Construction Loan draw requests to the Construction
Lender on behalf of the Company, which requests shall be accompanied by those
items of information required by the Construction Lender and the Title Company. 
Copies of all draw requests and of the monthly construction ledger shall be
delivered to WPHC simultaneously with delivery to the Construction Lender.  If
the Construction Consultant determines that a draw request is not justified on
a percentage of completion basis and the draw would result in construction
funding being out of balance by an amount in excess of $250,000, WPHC shall
have the right to disapprove such draw request in its sole discretion unless
Feld modifies such draw request to correspond to percentage of completion
and/or makes a Development Deficit Payment such that the Construction Loan
shall not be out of balance by more than $250,000.  After any such disapproval
of a draw request by WPHC, all subsequent draw requests shall require the prior
approval of WPHC unless and until such right to prior approval is waived in
writing by WPHC.

     6.8  Change Orders.  No change orders with respect to the Plans and
Specifications may be made without the prior written consent of WPHC, except
that Feld shall have the right to approve minor change orders which comply with
the Construction Procedures, do not have a material adverse effect on the
Project, do not increase Total Development Costs, do not reduce the amount
available from the Construction Loan for payment of interest on the
Construction Loan, and do not exceed $10,000 as to any one change order or
$250,000 in the aggregate.  Unless expressly approved in writing by all
Members, no change order shall be permitted or approved that would cause total
Development Costs to exceed Total Budgeted Development Costs.

     6.9  Retainage.  Feld shall cause all agreements with contractors and
subcontractors to provide for retainages at levels acceptable to Construction
Lender and the release of retainages as set forth in the Construction Loan
documents as executed at the Construction Loan Closing.

     6.10 Agreements with Affiliates.  Feld shall cause the Company to enforce
each Approved Affiliate Agreement to which the Company is a party as would a
prudent manager of a limited liability company, and Feld shall cause each other
Approved Affiliate Agreement to be enforced in a prudent manner and for the
benefit of the Company.  Feld hereby agrees, for himself and on behalf of each
Person affiliated with Feld that is a party to an Approved Affiliate Agreement: 
(i) in the event of any conflict between this Agreement and any Approved
Affiliate Agreement, this Agreement shall control; (ii) in the event of any
uncured material default by Feld under this Agreement, the Company shall have
the right to terminate any or all of the Approved Affiliate Agreements; (iii)
an uncured default by Feld or any person affiliated with Feld under an Approved
Affiliate Agreement shall constitute a default by Feld under this Agreement;
and (iv) Feld shall defend, indemnify and hold the Company harmless with
respect to the effects of any default by any Person affiliated with Feld under
such Approved Affiliate Agreements, including, without limitation, any
mechanics liens with respect to claims under any Approved Affiliate Agreements.

     6.11 Warranty by Feld.  If, within one (1) year after the date of Final
Completion of the Project, any of the structural or non-structural work
performed to construct the Project is found to be materially defective or not
in accordance in all material respects with the Plans and Specifications and
with all applicable building codes, laws, rules and regulations, Feld shall
correct or shall cause the construction contractor to correct such defect
promptly after receipt of written notice from WPHC to do so, unless WPHC has
previously given Feld specific written acceptance of such defective condition. 
With respect to portions of the work first performed after Final Completion,
this period of one (1) year shall be extended by the period of time between
Final Completion and the actual performance of the work.  The obligation under
this Section shall survive acceptance of the work performed to construct the
Project.  WPHC shall give such notice promptly after discovery of the
condition.  In the event a material defect is discovered more than one (1) year
after the date of Final Completion, as such period may be extended under this
Section 6.11, and such defect was known to Feld or a Person affiliated with
Feld and was not disclosed to WPHC or was intentionally concealed by Feld or
such affiliated Person, then Feld shall promptly take such action as may be
necessary at Feld's sole expense to correct such defective work.  WPHC shall
report to Feld within thirty (30) days after discovery any such defective
condition discovered more than one (1) year after Final Completion, as such
period may be extended under this Section 6.11.  Nothing contained herein shall
require Feld to correct defective work that is discovered more than three (3)
years following Final Completion, as such period may be extended under this
Section 6.11.

     6.12 Insurance.  Feld shall at all times keep in force the following
policies of insurance naming the Company as the insured:

          6.12.1  During the construction period (which ends on the date a
certificate of occupancy for each building comprising the Project is issued),
"Builder's Risk" insurance as required by the holder(s) of the Construction
Loan;

          6.12.2  After issuance of a certificate of occupancy for each
building comprising the Project, all risk property and, if applicable, boiler
and machinery insurance against loss or damage to the Property or the Project
(including contents) including but not limited to  fire and extended coverage
perils (but excluding flood and earthquake unless either or both are required
by the Construction Lender) as WPHC may from time to time require, but in no
event less than one hundred percent (100%) of the full replacement cost of the
Property or the Project without deduction for physical depreciation, or the
unpaid balance of any loans secured by the Property or the Project, whichever
is greater;

          6.12.3  After issuance of a certificate of occupancy for each
building comprising the Project, insurance against the loss of "rental value"
of the improvements on a "rented or vacant basis" arising out of the perils
insured against pursuant to Section 6.12.2 above, in any reasonable amount
required by WPHC but in no event less than 100% of one year's gross "rental
value" of the improvements with co-insurance waived.  "Rental value" as used
herein is defined as the sum of (A) the total anticipated gross rental income
from tenant occupancy of the Project, (B) the amount of all charges which are
the legal obligation of tenants, and (C) the fair rental value of any portion
of the Project occupied by the Company, if any; and

          6.12.4  At all times, (i) commercial general liability insurance in
an amount of not less than Five Million Dollars ($5,000,000) against claims for
personal injury, death or property damage occurring on, in or about the
Property or the Project or arising from or connected with use, conduct or
operation of the Company's business in the amount from time to time required by
WPHC; (ii) automobile liability insurance with a combined single limit of One
Million Dollars ($1,000,000); and (iii) workers compensation coverage with
statutory limits and employers liability insurance with limits of One Million
Dollars ($1,000,000).  Any workers compensation insurance shall be accompanied
by a waiver of subrogation from the insurer endorsed on the policy.

          All insurance policies and renewals thereof shall be in a form and
issued by insurers acceptable to WPHC and shall provide for deductibles not to
exceed $2,500.00.  WPHC and Feld (but only as long as Feld is a Manager and a
Member of the Company) shall each be additional named insureds on all such
policies and renewals.  Feld hereby irrevocably appoints WPHC as Feld's
attorney in fact for purposes of endorsing payments, submitting claims and
otherwise dealing with all such insurance and the proceeds thereof in the name,
place and stead of Feld, such power of attorney to take effect immediately upon
withdrawal, Removal or resignation of Feld as Manager of the Company and member
of the LLC, and Feld agrees that such power shall be coupled with an interest
and shall survive the disability or death of Feld.  Each policy shall provide
that it will not be modified or canceled without thirty (30) days prior written
notice to WPHC.  Feld shall promptly furnish to WPHC all renewal notices and
all receipts of paid premiums.  At least thirty (30) days prior to the
expiration date of a policy, Feld shall deliver to WPHC a renewal policy in
form satisfactory to WPHC, together with a receipt showing payment of annual
premiums.  Any excess insurance proceeds or refunds of insurance premiums shall
be the property of the Company.

     6.13 Personal Obligation.  The obligations of Feld under this Agreement
are personal recourse obligations of Feld, as limited by Section 14.1.3 of this
Agreement, for which Feld shall be fully responsible to the Company and WPHC.  

     6.14 Force Majeure.  Feld shall not be liable for delay in performance of
his obligations under this Agreement to the extent such failure or delay
results solely from an event of Force Majeure, and in no event shall any delay
for an event of Force Majeure exceed one hundred twenty (120) days.  

     6.15 Limitations of Feld's Authority.  Anything to the contrary herein
notwithstanding, Feld shall not have the power or authority to do any of the
following without the prior written consent of all the other Members:

          6.15.1  to commit any act contrary to the purpose of the Company;

          6.15.2  to refinance the Project or incur any indebtedness other than
the Construction Loan;

          6.15.3  to enter into any agreements with affiliates of Feld except
as specified above;

          6.15.4  to modify the Construction Loan documents or any agreement
with any affiliate of Feld which previously was consented to by the other
Members; or

          6.15.5  to sell or dispose of any portion of the Project.

     6.16 Pre-Existing Environmental Condition Liability.  Feld agrees to
promptly disclose to WPHC in writing if it becomes aware of any Pre-Existing
Environmental Condition Liability.  If the Company incurs any Pre-Existing
Environmental Condition Liability, it shall use any available contingency in
the Project Budget or any Cost Savings to satisfy such Pre-Existing
Environmental Condition Liability.  If such sources of funds are not adequate
to satisfy the Pre-Existing Environmental Condition Liability, then WPHC shall
make a Capital Contribution to the Company equal to one-half of the amount of
the Pre-Existing Environmental Condition Liability which is then due and Feld
shall make either a Development Deficit Payment or an Operating Deficit Payment
equal to one-half of the amount of such Pre-Existing Environmental Condition
Liability.  This provision is solely for the benefit of the members and no
other Person shall have the right to rely on or enforce this provision.  A Pre-
Existing Environmental Condition Liability shall not be satisfied from Net
Operating Income.  


                                   ARTICLE 7
                             COMPENSATION TO FELD

     In consideration of the performance by Feld of his obligations under
Article 6 of this Agreement, the Company shall pay Feld or his designee the
fees described in this Article 7 at the time, in the manner and subject to the
conditions set forth herein.

     7.1  Development Management Fee.  Feld shall receive a development
management fee equal to $1,000 per unit.  Such development management fee shall
be payable from monthly draws on the Construction Loan, on a percentage of
completion basis as certified by the Construction Consultant.

     7.2  Construction Management Fee.  Contractor shall receive a construction
management fee under the construction management agreement to be executed at or
before the Construction Loan Closing equal to $2,000 per unit, payable from
monthly draws on the Construction Loan based on percentage of completion as
certified by the Construction Consultant as certified by the Construction
Consultant, minus $49,000.  All amounts paid to Contractor under the
construction management agreement described in Section 5.2.6 above shall be
applied against and reduce the amount due under this Section 7.2.

     7.3  Construction Loan Guarantee Fee.  Feld shall receive a construction
loan guarantee fee equal to 1.0% of the final committed loan amount of the
Construction Loan, payable at the Construction Loan Closing from a draw on the
Construction Loan.

     7.4  Cost Savings Fee.  The Company shall pay Feld at Final Closing a cost
savings fee equal to twenty-five percent (25%) of cost savings, if any.  Feld
shall submit to WPHC a proposed calculation of the amount of the fee to be paid
under this Section 7.4.  WPHC shall be entitled, at its sole discretion, to
submit such calculation to the Company's Accountants for verification or
auditing prior to approving such calculation.  For a period of twelve (12)
months after the Final Closing Date, each Member shall have the right to cause
the recalculation of the Cost Savings Fee and the post-closing adjustment of
the amount of the Cost Savings Fee, if such Member pays the costs of the
Company's Accountants in making such recalculation and if the amount of the
adjustment is in excess of $5,000.  No post-closing adjustment shall be made
for amounts of $5,000 or less or based on a recalculation made more than twelve
(12) months after the Final Closing Date.

     7.5  Incentive Fee.  Feld shall receive an incentive fee, to be calculated
and paid in accordance with Exhibit P attached hereto.  

     7.6  Conditions to Payment of Fees; Right of Offset.  Each payment of fees
described in this Article 7 shall be conditioned upon there being no uncured
event of default by Feld under this Agreement or any Approved Affiliate
Agreement.  In the event of nonpayment of fees due to an uncured default, if
such default is subsequently cured prior to withdrawal, resignation or removal
of Feld as a Member and Manager, then the unpaid fees shall be payable, subject
to all the terms and provisions of this Agreement.  All fees except the
Incentive Fee will be included in the Final Project Budget to be approved by
WPHC.  With respect to fees payable prior to Final Closing, if the Construction
Loan does not provide a source of funding for such fees, then payment of such
fees shall be deferred until the later of the date(s) the Construction Loan
permits such funding or until the Final Closing.  All fees payable to Feld
shall be subject to a right of offset in favor of the Company and WPHC with
respect to any claims or damages they may have against Feld and for any
Development Deficits and Operating Deficits.  In the event of the withdrawal,
resignation or Removal of Feld as a Member and Manager prior to the Final
Closing Date, except in the case of Removal of Feld due to Feld failing to
provide a Construction Loan acceptable to all the Members, in which case no
fees shall have been earned by or be due to Feld, Feld shall be entitled to
fees, except the Incentive Fee, fully earned and accrued through the date of
his Removal when and as such fees are otherwise payable pursuant to this
Agreement, subject to the foregoing right of offset and provided that WPHC has
been fully compensated for its out of pocket expenses with respect to the
Project.  In no event shall the Removal of Feld accelerate the due date for any
fees earned by Feld during the period prior to his Removal.  

                                   ARTICLE 8
                                 FINAL CLOSING

     8.1  Conditions to Final Closing.  The obligation of WPHC to participate
in the Final Closing shall be conditioned on all of the Final Closing Funding
Conditions being satisfied either prior to the Final Closing or concurrently
with the Final Closing.  WPHC shall have the right, but not the obligation, to
waive one or more of the Final Closing Funding Conditions.  Any Member shall
have the right to require an escrow closing to effect the Final Closing, and
the other Members shall cooperate with regard to such escrow closing.

     8.2  Initiation of Final Closing.  Upon ten (10) days prior written notice
from WPHC to Feld, the Final Closing shall be held on the date designated by
WPHC.  If WPHC has not designated a date for the Final Closing by the Outside
Date, upon ten (10) days prior written notice from Feld to WPHC, the Final
Closing shall be held, the Final Closing shall be held on the date designated
by Feld, provided such date for the Final Closing designated by Feld shall be
not less than twenty-eight (28) months after the Construction Loan Closing
Date.

     8.3  Actions at the Final Closing.  Once the date for the Final Closing
has been designated as provided herein and provided that the Final Closing
Funding Conditions have been satisfied by Feld, the Members shall cooperate to
cause a Final Closing at which the following shall occur:

          8.3.1  WPHC shall fund its Final Closing Capital Contribution.

          8.3.2  The Company shall pay the Construction Loan in full or shall
effect a release of Feld from its guaranty of the Construction Loan.

          8.3.3  Any accrued and unpaid fees due to Feld shall be paid,
excluding, however the Incentive Fee.  

          8.3.4  If either WPHC or Feld has exercised its (his) option under
the Put-Call provisions of Article 16 hereof, the closing of the transfer of
the Interest of Feld to WPHC shall occur.  

          8.3.5  At the election of WPHC, the responsibility for maintaining
insurance coverage on the Project or any portion thereof may be transferred to
WPHC.

     8.4  Certain Rights of Feld Upon Satisfaction of Final Closing Funding
Conditions. At any time after Final Completion and satisfaction of all of the
other Final Closing Funding Conditions but prior to the Outside Date, Feld may
provide WPHC notice that all of the Final Closing Funding Conditions have been
satisfied and that it is prepared to proceed with the Final Closing, which
notice shall be accompanied by all documents necessary to verify that the Final
Closing Funding Conditions have been satisfied.  Within fifteen (15) days of
its receipt of its notice, WPHC shall notify Feld of the election of WPHC to do
one of the following by the date that is within forty-five (45) days of WPHC's
receipt of notice from Feld:  (the "Release Date"):  (i) WPHC shall participate
in the Final Closing and make its Final Closing Capital Contribution; (ii) WPHC
shall cause Feld to be released from its guaranty of the Construction Loan; or
(iii) WPHC shall deliver to Feld an indemnity agreement executed by WRPT,
wherein WRPT agrees to indemnify Feld against any loss or liability it may
suffer as a guarantor of the Construction Loan, provided that such guaranty
shall be subject to a right of offset in favor of WRPT and WPHC with respect to
any liability of WRPT to WPHC arising under this Agreement (the form of such
indemnity agreement shall be reasonably acceptable to Feld).  If all of the
Final Closing Funding Conditions have been and remain satisfied on the Release
Date, WPHC shall take the action specified in its notice to Feld.


                                   ARTICLE 9
                                  ALLOCATIONS

     9.1  Profits and Losses.  Subject to the special allocation provisions in
this Article 9, the Members' distributive shares of the Profits or Losses of
the Company for any Fiscal Year shall be as follows:

          9.1.1  Profits.  Profits shall be allocated to each Member pro rata
in proportion with such Member's respective Percentage Interest.

          9.1.2  Losses.  Losses shall be allocated to each Member pro rata in
proportion to such Member's respective Percentage Interest.

     9.2  General Provisions.

          9.2.1  Except as otherwise provided in this Agreement, the Members'
distributive shares of all items of Company income, gain, loss, and deduction
are the same as their distributive shares of Profits and Losses.

          9.2.2  The Managers shall allocate Profits, Losses, and other items
properly allocable to any period using any method permitted by Code Section 706
and the Regulations thereunder.

          9.2.3  To the extent permitted by Regulations Section 1.704-2(h) and
Section 1.704-2(i)(6), the Managers shall endeavor to avoid treating
distributions of Operating Cash Flow and of Sales and Refinancing Cash Flow as
being from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse
Debt (as defined in Regulation Sections 1.704-2(b)(3) and 1.704-2(b)(4),
respectively).

          9.2.4  If there is a change in any Member's Interest in the Company
during a Fiscal Year, each Member's distributive share of Profits or Losses or
any item thereof for such Fiscal Year, shall be determined by any method
prescribed by Code Section 706(d) or the Regulations thereunder that takes into
account the varying Interests of the Members in the Company during such Fiscal
Year.

          9.2.5  The Members agree to report their shares of income and loss
for federal income tax purposes in accordance with the provisions of this
Agreement.

     9.3  Special Provisions.

          9.3.1  Minimum Gain Chargeback.  Notwithstanding any other provision
of this Article 9, if there is a net decrease in Partnership Minimum Gain (as
defined in Regulation Section 1.704-2(d)) during any Fiscal Year, then each
Member shall be allocated such amount of income and gain for such year (and
subsequent years, if necessary) determined under and in the manner required by
Regulation Section 1.704-2(f) as is necessary to meet the requirements for a
minimum gain chargeback as provided in that Regulation.

          9.3.2  Partner Nonrecourse Debt Minimum Gain Chargeback. 
Notwithstanding any other provision of this Article 9, except Section 9.3.1, if
there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as defined in
accordance with Regulation Section 1.704-2(i)(3)) attributable to a Partner
Nonrecourse Debt (as defined in Regulation Section 1.704-2(b)(4)) during any
Fiscal Year, any Member who has a share of the Partner Nonrecourse Debt Minimum
Gain attributable to such Partner Nonrecourse Debt determined in accordance
with Regulation Section 1.704-2(i)(5), shall be allocated such amount of income
and gain for such year (and subsequent years, if necessary) determined under
and in the manner required by Regulation Section 1.704-2(i)(4) as is necessary
to meet the requirements for a chargeback of Partner Nonrecourse Debt Minimum
Gain as is provided in that Regulation.

          9.3.3  Qualified Income Offset.  If a Member unexpectedly receives
any adjustment, allocation or distribution described in Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be
specifically allocated to such Member in an amount and manner sufficient to
eliminate, to the extent required by the Regulations, the Adjusted Capital
Account Deficit of such Member as quickly as possible, provided that an
allocation pursuant to this Section 9.3.3 shall be made only if and to the
extent that such Member would have an Adjusted Capital Account Deficit after
all other allocations provided for in Section 9.1 and this Section 9.3 of this
Agreement tentatively have been made as if this Section 9.3.3 were not in this
Agreement.

          9.3.4  Limitation on Losses.  Notwithstanding anything else contained
in this Agreement, Losses allocated to any Member pursuant to Section 9.1 of
this Agreement shall not exceed the maximum amount of Losses that may be
allocated without causing such Member to have an Adjusted Capital Account
Deficit at the end of the Fiscal Year for which the allocation is made.  

          9.3.5  Code Section 754 Adjustment.  To the extent that an adjustment
to the Basis of any asset pursuant to Code Section 734(b) or Code Section
743(b) is required to be taken into account in determining Capital Accounts as
provided in Regulation Section 1.704-1(b)(2)(iv)(m), the adjustment shall be
treated (if an increase) as an item of gain or (if a decrease) as an item of
loss, and such gain or loss shall be allocated to the Members consistent with
the allocation of the adjustment pursuant to such Regulation.

          9.3.6  Nonrecourse Deductions.  Nonrecourse Deductions (as determined
under Regulation Section 1.704-2(c)) for any Fiscal Year shall be allocated
among the Members in proportion to their Percentage Interests.

          9.3.7  Partner Nonrecourse Deductions.  Any Partner Nonrecourse
Deductions (as defined under Regulation Section 1.704-2(i)(2)) shall be
allocated pursuant to Regulation Section 1.704-2(i) to the Member who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which it
is attributable.

          9.3.8  Purpose and Application.  The purpose and the intent of the
special allocations provided for in this Section 9.3 are to comply with the
provisions of Regulation Sections 1.704-1(b) and 1.704-2, and such special
allocations are to be made so as to accomplish that result.  However, to the
extent possible, the Managers, in allocating items of income, gain, loss, or
deduction among the Members, shall take into account the special allocations in
such a manner that the net amount of allocations to each Member shall be the
same as such Member's distributive share of Profits and Losses would have been
had the events requiring the special allocations not taken place.  The Managers
shall apply the provisions of this Section 9.3 in whatever order the Managers
reasonably believe will minimize any economic distortion that otherwise might
result from the application of the special allocations.

     9.4  Code Section 704(c) Allocations.  Solely for federal, state, and
local income tax purposes and not with respect to determining any Member's
Capital Account, distributive shares of Profits, Losses, other items, or
distributions, a Member's distributive share of income, gain, loss, or
deduction with respect to any Property (other than money) contributed to the
Company, or with respect to any Property the Asset Value of which was adjusted
as provided in Article 1(g)(iii) of this Agreement upon the acquisition of an
additional Interest in the Company by a new Member or existing Member in
exchange for a Capital Contribution, shall be determined in accordance with
Code Section 704(c) and the Regulations thereunder or with the principles of
such provisions.

     9.5  Allocations Relating to Taxable Issuance of Interest.  Any income,
gain, loss or deduction realized by the Company as a direct or indirect result
of the issuance of an Interest by the Company (the "Issuance Items") shall be
allocated among the Members so that, to the extent possible, the net amount of
such Issuance Items, together with all other allocations under this Agreement
to each Member, shall be equal to the net amount that would have been allocated
to each such Member if the Issuance Items had not been realized.


                                  ARTICLE 10
                                 DISTRIBUTIONS

     10.1 Cash Flow.  Except when the Company is in the process of dissolution
and winding up as provided in Article 18 of this Agreement and except as
otherwise provided in Section 10.3 hereof, the Managers shall determine and
distribute the Cash Flow on a quarterly basis, less reserves determined by the
Managers for future expenditures, to the Members in accordance with their
respective Percentage Interests.  Notwithstanding the foregoing, no
distributions shall be made at or prior to the completion of the Final Closing
without the consent of WPHC.

     10.2 Division Among Members.  If there is a change in a Member's Interest
in the Company during a Fiscal Year, any distributions thereafter shall be made
so as to take into account the varying Interests of the Members during the
period to which the distribution relates in any manner chosen by the Managers
that is provided in Code Section 706(d) and the Regulations thereunder.

     10.3 Special Distribution to WPHC.

          10.3.1  Immediately after the Construction Loan Closing, the Company
shall make a distribution to WPHC as a return of its capital in the amount
allowed for such purpose under the terms of the Construction Loan.

          10.3.2  Immediately after the closing of the sale of the
Infrastructure Land, the Company shall make a distribution to WPHC as a return
of its capital in the amount of the net proceeds from the sale of the
Infrastructure Land and any related improvements or property.

                                  ARTICLE 11
                        BOOKS, RECORDS, AND ACCOUNTING

     11.1 Books and Records.  The Company shall maintain at its principal place
of business books of account that accurately record all items of income and
expenditure relating to the business of the Company and that accurately and
completely disclose the results of the operations of the Company.  Such books
of account shall be maintained according to generally accepted accounting
principles consistently applied and, unless otherwise agreed by the Members, on
the basis of the Fiscal Year.  Each Member shall have the right to inspect,
copy, and audit the Company's books and records at any time during normal
business hours without notice to any other Member.

     11.2 Reports.  Within thirty (30) days after the close of each Fiscal
Year, the Managers shall furnish to each Member a copy of the income and loss
statement and of the balance sheet of the Company for such Fiscal Year, and a
statement disclosing all allocations of income, gain, loss, or deduction  among
the Members and distributions made by the Company to the Members during such
year.  The statements of income and loss and balance sheets to be delivered
hereunder may be unaudited in the sole discretion of WPHC.

     11.3 Tax Returns.  The Managers shall cause independent certified public
accountants of the Company to prepare and timely file all income tax and other
tax returns of the Company.  The Managers shall furnish to each Member a copy
of all such returns together with all schedules thereto and such other
information which each Member may request in connection with such Member's own
tax affairs.

     11.4 Special Basis Adjustment.  At the request of either the transferor or
transferee in connection with a transfer of an Interest in the Company approved
by the Members pursuant to Article 16 of this Agreement, the Managers shall
cause the Company to make the election provided for in Code Section 754 and
maintain a record of the adjustments to Basis of Property resulting from that
election.  Any such transferee shall pay all costs incurred by the Company in
connection with such election and the maintenance of such records.

     11.5 Tax Matters Partner.

          11.5.1  WPHC is hereby designated the Tax Matters Partner (as defined
in the Code) on behalf of the Company.

          11.5.2  Without the unanimous consent of the Members, the Tax Matters
Partner shall have no right to extend the statute of limitations for assessing
or computing any tax liability against the Company or the amount of any Company
tax item.

          11.5.3  If the Tax Matters Partner elects to file a petition for
readjustment of any Company tax item (in accordance with Code Section 6226(a))
such petition shall be filed in the United States Tax Court unless the Members
unanimously agree otherwise.

          11.5.4  The Tax Matters Partner shall, within ten (10) business days
of receipt thereof, forward to each Member a photocopy of any correspondence
relating to the Company received from the Internal Revenue Service.  The Tax
Matters Partner shall, within ten (10) business days thereof, advise each
Member in writing of the substance of any conversation held with any
representative of the Internal Revenue Service and of any petition for
readjustment.

          11.5.5  Any reasonable costs incurred by the Tax Matters Partner for
retaining accountants and/or lawyers on behalf of the Company in connection
with any Internal Revenue Service audit of the Company shall be expenses of the
Company.  Any accountants and/or lawyers retained by the Company in connection
with any Internal Revenue Service audit of the Company shall be selected by the
Tax Matters Partner and the fees therefor shall be expenses of the Company.

     11.6 Bank Accounts.  The Managers shall establish and maintain one or more
separate accounts in the name of the Company in one or more federally insured
banking institutions acceptable to all the Members into which shall be
deposited all funds of the Company and from which all Company expenditures and
other disbursements shall be made.  At least one such account shall be
maintained at First Interstate Bank.  Unless otherwise decided by the Managers,
funds may be withdrawn from such accounts on the signatures of all of the
Managers, collectively and not individually, or such other Person or Persons
that the Managers shall determine, provided, however, that two signatures shall
be required on all checks.


                                  ARTICLE 12
                                  MANAGEMENT

     12.1 Management.  The business and affairs of the Company shall be managed
by the designated Managers.  Subject to the terms and limitations of this
Agreement, the Managers shall direct, manage and control the business of the
Company to the best of such Managers' ability with reasonable diligence and
prudence and, subject to the terms and limitations of this Agreement, shall
have the authority, power and discretion to make any and all decisions and to
do any and all things which the Managers shall deem to be reasonably required
in light of the Company's business and objectives.

     12.2 Number, Tenure and Qualifications.  The number of Managers of the
Company and the length of the term of each Manager shall be fixed from time to
time by the Members who hold a Majority In Interest.  Each Manager shall hold
office until removed pursuant to Section 12.12 hereof or until such Manager's
successor shall have been selected.  Managers need not be residents of the
State of Colorado or Members of the Company.

     12.3 Appointment of Feld as Manager.  Feld is appointed as the Manager to
serve from the date hereof until the earliest to occur of (i) the Final Closing
Date, (ii) his withdrawal or Removal as a Member and Manager, or (iii) the
Outside Date.  Notwithstanding the provisions of Section 12.2, Feld shall serve
as Manager for the duration of his initial term unless and until removed in
accordance with the terms of this Agreement.

     12.4 Certain Powers of Managers.  Without limiting the generality of
Section 12.1, the Managers shall have the power and authority, upon the
unanimous agreement of all Managers, on behalf of the Company:

          12.4.1    To cause the Company to develop the Project in accordance
with the Plans and Specifications without any material deviation therefrom;

          12.4.2    To purchase liability and other insurance to protect the
Company's Property and business;

          12.4.3    To hold and own any and all Company Property on behalf of
and in the name of the Company;

          12.4.4    To invest any Company funds temporarily in time deposits
with federally insured financial institutions or short-term United States
governmental obligations;

          12.4.5    Subject to the provisions of this Agreement, to employ
accountants, legal counsel, managing agents or other experts to perform
services for the Company and to compensate them from Company funds; and

          12.4.6    To do and perform all other acts as may be necessary or
appropriate to the conduct of the Company's ordinary course of business.

     Unless authorized to do so by this Agreement or by the Managers of the
Company, no Member, agent, or employee of the Company shall have any power or
authority to bind the Company in any way, to pledge its credit or to render it
liable pecuniarily for any purpose.  However, the Managers may act by a duly
authorized attorney-in-fact.

     12.5 Member Approval of Certain Acts.  The Managers shall have the power
and authority, but only upon the unanimous written consent of all Members, on
behalf of the Company:

          12.5.1    to amend or modify any of the documents executed in
connection with the Construction Loan at the Construction Loan Closing or to
waive any rights under such documents;

          12.5.2    to borrow money or incur any indebtedness (other than the
Construction Loan) or to grant any liens on any assets of the Company;

          12.5.3    to enter into any agreements with affiliates of the
Managers other than the Approved Affiliate Agreements;

          12.5.4    to amend or modify the Approved Affiliate Agreements or to
waive any rights thereunder;

          12.5.5    except for the Management Agreement, to execute any
agreement which will impose any obligations on the Company which will survive
the Final Closing Date; and

          12.5.6    to sell or dispose of any portion of the Project or any
other material assets of the Company.

     12.6 Liability for Certain Acts.  A Manager of the Company shall perform
such Manager's duties, including duties as a member of any committee upon which
such Manager may serve, in good faith, in a manner such Manager reasonably
believes to be in the best interests of the Company, and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances.  A Person who so performs such Person's duties shall not have
any liability by reason of being or having been a Manager of the Company except
as otherwise provided in this Agreement.  Nothing in this Section 12.6 shall
limit Feld's liability to the other Members to perform its obligations with
respect to the development of the Project, to make Development Deficit Payments
and to perform its other obligations to the other Members arising under this
Agreement.

     12.7 Indemnity of the Members and the Managers.

          12.7.1  The Company shall indemnify every Member and Manager in
respect to the payments made and personal liabilities reasonably incurred by
that Member or Manager in the ordinary and proper conduct of the Company's
business or property.  No indemnification shall be provided if and to the
extent that such liability was incurred based on the breach of this Agreement
by the Manager, his negligence (to the extent not reimbursed by insurance),
fraud or misconduct.

          12.7.2  Provided that Feld has fully and timely performed his
obligations under this Agreement, the Company shall indemnify Feld against any
liability he may incur as a result of his guaranty of the Construction Loan;
the Company shall, nevertheless, have a right of offset with respect to all
damages incurred by the Company or any Member resulting from any breach by Feld
of his obligations hereunder, in addition to all other rights and remedies that
the Company and the other Members may have with respect to such breach by Feld.

          12.7.3  The indemnification set forth in this Article 12 shall in no
event cause the Members to incur any liability, or result in any liability of
the Members to any third party, beyond those liabilities specifically
enumerated in the Articles of Organization, the Act or this Agreement.

     12.8 Manner of Acting.  In all actions to be taken by the Managers
pursuant to this Agreement, the unanimous act of the Managers shall be
required.

     12.9 Informal Act by Managers.  Any action required or permitted to be
taken at a meeting of the Managers or of any committee designated by said
Managers may be taken without a meeting if the action is evidenced by one or
more written consents describing the action taken, signed by each Manager or
committee member, and delivered to the Person having custody of the Company
records for inclusion in the minutes or for filing with the records.  Action
taken under this Section 12.9 is effective when all Managers or committee
members have signed the consent, unless the consent specifies a different
effective date.  Such consent has the same force and effect as an unanimous
vote of the Managers or committee members and may be stated as such in any
document.

     12.10  Participation by Electronic Means.  Any Manager or any committee
designated by the Managers may participate in a meeting of the Managers or
committee by means of telephone conference or similar communications equipment
by which all Persons participating in the meeting can hear each other at the
same time.  Such participation shall constitute presence in person at the
meeting.

     12.11  Resignation.  Feld covenants and agrees to serve as the sole
Manager until the earlier of the Final Closing Date or the Outside Date. 
Otherwise, any Manager of the Company may resign at any time by giving written
notice to the Members of the Company.  The resignation of any Manager shall
take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice.

     12.12  Removal.  

          12.12.1  Causes for Removal.  WPHC shall have the right to remove
Feld as the Manager and as a Member ("Removal") and substitute WPHC as Manager
or appoint a new Manager upon any of the following (a "Removal Event"):

               12.12.1.1 If the Initial Closing has not occurred by May 2,
1996; 

               12.12.1.2 If the Construction Loan Closing has not occurred by
the Construction Loan Closing Outside Date; 

               12.12.1.3 Delays in construction not caused by Force Majeure
which result in the Project falling behind schedule by six (6) months or more
based on the Construction Schedule approved by the parties prior to the
Construction Loan Closing, or delays in construction, whether or not caused by
Force Majeure which cause WPHC to reasonably conclude that the Project will not
or cannot be completed by the Outside Date;

               12.12.1.4 The Project having incurred Development Deficits in
excess of $250,000 which have not been funded by Development Deficit Payments
from Feld within thirty (30) days of notice from WPHC requiring such funding;

               12.12.1.5 The Project having incurred any Operating Deficits
which have not been funded by Operating Deficit Payments from Feld within
thirty (30) days of notice from WPHC requiring such funding;

               12.12.1.6 The death or disability of Feld;

               12.12.1.7 If the Final Closing has not occurred by the Outside
Date;

               12.12.1.8 If Feld shall be in Material Default Feld under this
Agreement, and such Material Default is not cured within thirty (30) days after
written notice thereof from WPHC or, if such Material Default cannot be cured
within such 30-day period, Feld does not commence within such thirty (30) days
and diligently proceed to cure such breach and actually completes such cure in
any event within ninety (90) days after such notice; or

               12.12.1.9 If any breach or default under the Construction Loan,
which is not caused solely by the act or omission of WPHC, is not cured within
any applicable cure period provided for under the Construction Loan.

          12.12.2   Documentation In Connection With Removal.  Upon Removal of
Feld, Feld shall cease to have any interest in the Company and Feld shall cease
to be a Member of the Company.  Such removal shall be effective without the
necessity of the execution of any documents by Feld.  Nevertheless, Feld shall
promptly execute such assignment and transfer documents as WPHC may reasonably
request to evidence the Removal of Feld.  

          12.12.3   Effect of Removal on Certain Obligations of Feld.  

               12.12.3.1   If Feld is removed prior to the Construction Loan
Closing Date, he shall have no continuing obligations for the performance of
his obligations under Article 6 after the date of his Removal and no obligation
to perform any continuing covenants set forth in Article 13.  Feld shall be
liable, however, for any breach of any representation or warranty which
occurred prior to his Removal.

               12.12.3.2   If Feld is removed after the Construction Loan
Closing Date, Feld shall not be released from his ongoing performance
obligations under Sections 6.3 or 6.10 or Article 13 of this Agreement and Feld
shall be liable to WPHC for damages resulting from any breach by Feld of his
obligations arising under Sections 6.1, 6.2, 6.3, 6.6, 6.7, 6.10 or 6.11 or
Article 13 of this Agreement, including without limitation, damages relating to
the period after Feld's Removal, unless such damages arise solely from acts or
omissions of a party other than Feld.  WPHC shall have the obligation to make
reasonable efforts to mitigate its damages following a Removal of Feld after
the Construction Loan Closing Date.

     12.13  Death or Disability of Feld.  Prior to the Construction Loan
Closing, Feld, WPHC and The Feld Company shall execute the "Substitution
Agreement" in the form attached hereto as Exhibit U.  The Substitution
Agreement shall include the following principle terms:  (i) upon the death or
disability of Feld, at the written request of WPHC, The Feld Company shall
acquire from Feld (or his estate) the entire interest of Feld in the Company,
The Feld Company shall be admitted as the Managing Member, and The Feld Company
shall assume in writing all of the obligations of the Managing Member
hereunder; (ii) Feld (or his estate) shall remain obligated for the performance
of all of the obligations of the Managing Member, whether relating to the
period before or after Feld's Removal; and (iii) if WPHC fails to exercise its
option under this Section 12.13 to cause The Feld Company to be substituted as
the Managing Member within ninety (90) days of the date of Removal, then such
option shall lapse and Feld (or his estate) shall be released from any
obligation hereunder related to the period after his withdrawal in connection
with his death or disability.  

     12.14  Vacancies.  Any vacancy occurring for any reason in the number of
Managers of the Company may be filled by WPHC or a Manager appointed by WPHC.

     12.15  Prohibition Against Publicly Traded Partnership.  The Manager shall
take all action necessary to prevent the Company from qualifying as a publicly
traded partnership within the meaning of Code Section 7704, including, without
limitation, limiting the number of Members to less than 500 in compliance with
the safe harbor under IRS Notice 88-75.


                                  ARTICLE 13
                  REPRESENTATIONS, WARRANTIES AND COVENANTS 

     13.1 Representations and Warranties of Each Member.  Each Member hereby
represents and warrants as of the date hereof as follows:

          13.1.1  Such Member, if other than an individual, is a duly organized
entity under the laws of its state of organization and has the requisite power
and authority to enter into and carry out the terms of this Agreement, and all
required action has been taken to authorize such Member to execute and
consummate this Agreement.

          13.1.2  Such Member has been duly authorized to enter into this
Agreement, and such Member is not a foreign person as defined under Code
Section 1445(f)(3).

          13.1.3  To the best of such Member's knowledge, neither the execution
of nor the compliance with this Agreement has resulted or will result in a
default under, or will create, any encumbrance on the Property, and there is no
action pending or threatened which questions the validity or enforceability of
this Agreement as to such Member.

          13.1.4  The Interests to be acquired hereunder are being acquired by
the Member for investment only and for such Member's own account; no Person
other than the Member has or shall have any beneficial interest in the
Interests; and the Member has no present intention of distributing, reselling
or assigning the Interests. 

          13.1.5  Such Member understands that the Interests have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), or
under the laws of any jurisdiction; that the Company does not intend and is
under no obligation to so register the Interests; that the Interests may not be
sold, assigned, pledged or otherwise transferred except upon delivery to the
Company of an opinion of counsel satisfactory to the Managers that registration
under the 1933 Act is not required for such transfer, or the submission to the
Managers of such other evidence as may be satisfactory to the Managers, to the
effect that any such transfer will not be in violation of the 1933 Act,
applicable state securities laws or any rule or regulation promulgated
thereunder; and that legends to the foregoing effect will be placed on all
documents evidencing the Interests.  The Member understands that the foregoing
does not limit other restrictions regarding the transfer of its Interests set
forth in this Agreement or in the Act.

          13.1.6  Such Member, either itself or through its shareholders,
partner or advisors, is sophisticated and experienced in investment matters,
and, as a result, is in a position to evaluate the merits and risks of an
investment in the Company.

          13.1.7  Such Member is an "Accredited Investor" as defined in
Regulation D promulgated under the 1933 Act.

          13.1.8  Except as may be disclosed in the Environmental Report, each
Member represents that it does not have current actual knowledge of any Pre-
existing Environmental Condition.
 
     13.2 Representations, Warranties and Covenants of Feld.  In addition to
the warranties provided for in Article 6 of this Agreement, as of the date
hereof and as of the date of Final Closing, Feld hereby represents, warrants
and covenants to the Company and the Members as follows:

          13.2.1  To the best of Feld's knowledge, the Master Development Land
is zoned to permit its use as a matter of right for multi-family residential
use, subject to compliance with statutory requirements regarding obtaining
approval of a site development plan.  Under the Land Contract and the closing
documents executed in connection therewith, Mission Viejo Company has
irrevocably allocated the right to build 1880 multi-family residential units on
the Master Development Land.  

          13.2.2    Feld shall use his best efforts to cause the approval by
Douglas County and any other governmental authority whose approval may be
required of a site development plan for the Land (the "Land Use Approval"),
which approval will permit as a matter of right the construction of a multi-
family project having not less than 304 units on the Project Land. 

          13.2.3  Feld shall use its best efforts to cause by the earlier of
the Construction Loan Closing Date and the Construction Loan Outside Date, the
County of Douglas to approve the Plans and Specifications for issuance of
building permits for construction of the Project (the "Building Permits") and
to issue all of the Building Permits necessary for construction of the Project. 


          13.2.4  Feld shall use its best efforts to cause the Company to
obtain prior to the earlier of the starting construction of the Project or the
Construction Loan Outside Date, such permits licenses, waivers, consents,
approvals and authorizations, and Feld will make such material registrations,
qualifications, designations, declarations and filings required (collectively,
the "Approvals") as determined or as may be determined necessary by Feld to the
best of his knowledge so that the Project may be constructed and, subject only
to the issuance of customary temporary or permanent  certificates of occupancy
by the County of Douglas and any other necessary operating permits, operated as
a multi-family housing development with related facilities as depicted on the
Plans and Specifications.  As of the date hereof, Feld has no reason to believe
such certificates of occupancy will not be issued in the ordinary course of
business following completion of construction of the Project substantially in
accordance with the Plans and Specifications.  Feld shall use its best efforts
to cause all of the Approvals at the commencement of construction of the
Project to be in full force and effect.  Feld shall, promptly upon receipt of
any Approvals, deliver to WPHC true, correct and complete copies of all such
Approvals.  
     
          13.2.5  The Land is, and at the Final Closing shall be, free from
delinquent water charges, sewer rents, taxes and assessments.

          13.2.6  To the best knowledge of Feld, all utility services,
including but not limited to storm and sanitary sewer, water, gas, electric
power and telephone service will be prior to the earlier of Substantial
Completion of the Project or the Outside Date, available to the Project Land in
form and capacity sufficient for the useful enjoyment and operation of the
Project and there will be no unpaid assessments, impact fees, development fees,
tap-on fees or recapture costs payable in connection therewith except for
charges shown on the tax certificates and the usual and customary charges
involved in the ordinary course of business and specifically identified in the
Final Project Budget.

          13.2.7  To the best of Feld's knowledge, when constructed
substantially in accordance with the Plans and Specifications, the Project
shall not violate in any material respects all applicable covenants, conditions
and restrictions, zoning ordinances and regulations, building codes,
environmental and all other federal, state and local laws, ordinances,
statutes, rules and regulations applicable to the Project.  To the best of
Feld's knowledge, as of the date hereof, the Project is not subject to any
laws, rules, regulations, orders or requirements, which require the Company to
designate any of the Project as affordable housing, low income housing or
moderate income housing.

          13.2.8  The construction and development of the Project shall be
undertaken and shall be completed in a timely and workmanlike manner in
substantial compliance with (a) all applicable requirements of the Construction
Loan, (b) to the best of Feld's knowledge, all applicable requirements of all
appropriate governmental entities, the violation of which would have, or would
be likely to have, an adverse effect on the Project or the Company, and (c) the
Plans and Specifications for the Project that have been or shall be hereafter
approved by the Construction Lender, WPHC, and if required, any applicable
governmental entities, as such Plans and Specifications may be changed from
time to time with the approval of the Construction Lender, WPHC, and any
applicable governmental entities, if such approval shall be required.

          13.2.9  To the best of Feld's knowledge and based on Feld's review of
the Environmental Reports, copies of which have been provided to the, Land is
not designated by any governmental or quasi-governmental authority to be
subject to environmental, wetlands or other regulation that would materially
adversely affect the use of the Land for the Project as contemplated by this
Agreement, and at the Final Closing the Land and the Project shall be in
compliance with all Environmental Laws and free of Hazardous Materials except
for those necessary for and lawfully used in operation and maintenance of the
Project, and then only in reasonable amounts which shall be labeled, stored and
used in compliance with Environmental Laws.

          13.2.10  To the best of Feld's knowledge, the Land is or will be
prior to Final Closing benefitted by such easements of unlimited duration as
are necessary for the operation of the Project.  As of the Final Closing, no
additional easements will be required, subsequent to the Final Closing, for the
provision of utilities, access, egress and drainage to or for the benefit of
the Land or the Project in connection with the use and operation of the Land as
the Project contemplated by this Agreement.

          13.2.11  Feld shall use his best efforts to cause the Company to
obtain, prior to the earlier of the date of Final Closing or the Outside Date,
all permanent certificates of occupancy and other consents and approvals
required from the County of Douglas and other governmental authorities and
associations and boards with jurisdiction over the Project  and such consents,
approvals and certificates shall be in full force and effect without the
presence or existence of any unsatisfied conditions or requirements with
respect thereto, and true, correct and complete copies of such consents,
approvals and certificates of occupancy shall be delivered to WPHC upon
issuance thereof.

          13.2.12  For the purpose of this Section 13.2, the terms "to the best
of Feld's knowledge," "to the best of his knowledge" and "to the best knowledge
of Feld" shall mean and include such information as is actually known to Feld
or should have been known to him upon diligent inquiry or of which Feld has
received constructive notice.  If, prior to the Final Closing, any of the
foregoing representations, warranties or covenants become incorrect or
misleading in any material respect, Feld shall immediately notify WPHC in
writing and such representation, warranty or covenant shall be deemed remade by
Feld as of the date of such notification based upon such new information.

          13.2.13  Feld, all Affiliates of Feld and all other parties related
to or affiliated with Feld or with such Affiliates shall receive no fees,
compensation or other profit or share of cost savings with respect to the
Project except the amounts set forth in Article 7 hereof or in any Approved
Affiliate Agreement.  In the event of any breach of this Section 13.2.13, any
amount improperly received by such parties shall be immediately paid over to
the Company, together with interest thereon from the date received at twelve
percent (12%) per annum, compounded monthly.

          13.2.14   Feld shall cause the Project to be at least 75% leased on
terms reasonably acceptable to WPHC within thirty-six (36) months after the
Construction Loan Closing.  Failure to do so shall be a default under this
Agreement and shall give WPHC the right to cause the Removal of Feld.  

     13.3 General Representation.  No representation, warranty or statement of
Feld in this Agreement or in any document, certificate or schedule furnished or
to be furnished by Feld or its agents or contractors to WPHC pursuant hereto
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements or facts
contained therein not misleading.

     13.4 Survival; Indemnity.  All of the representations, warranties and
covenants of Feld contained in this Article 13 shall survive the resignation or
withdrawal of Feld as Manager and/or Member of the Company and shall survive
the Final Closing Date for a period of one (1) year after the Final Closing
Date except that, in the case of any material matter intentionally concealed or
intentionally not disclosed by Feld, such period shall be extended to three (3)
years after the Final Closing Date.  Feld shall defend, indemnify and hold
harmless WPHC against a breach of any of the foregoing representations,
warranties and covenants and any damage, loss or claim caused thereby,
including reasonable attorneys' fees and costs and expenses of litigation and
collection.


                                  ARTICLE 14
                       RIGHTS AND OBLIGATIONS OF MEMBERS

     14.1 Limitation of Liability.

          14.1.1  Each Member's liability to Persons other than the other
Members shall be limited as set forth in the Act and other applicable law.

          14.1.2  No officer, director or shareholder of WPHC shall be bound by
or have any personal liability hereunder or under any document, agreement,
understanding or arrangement relating to this transaction.  The parties to this
Agreement shall look solely to the assets of WPHC for satisfaction of any
liability of WPHC in respect of this Agreement and all documents, agreements,
understandings and arrangements relating to this transaction and will not seek
recourse or commence any action against any of the directors, officers or
shareholders of WPHC or any of their personal assets for the performance or
payment of any obligation hereunder or thereunder.  The foregoing shall also
apply to any and all future documents, agreements, understandings, arrangements
and transactions between the parties hereto with respect to the Project or this
Agreement.

          14.1.3  The Members acknowledge that Feld has made certain transfers
to the LES Trust and the LF Trust prior to November 4, 1991, and agree that no
Member will assert any right to recover against either of such trusts by reason
of any transfer made prior to November 4, 1991, regardless of the consideration
or lack of consideration for such transfer.  Feld shall make no further
transfers to either of such trusts as long as all or any part of Feld's
obligations under this Agreement remain outstanding.  In addition to the
foregoing, the Members hereby agree that the  personal residence of Feld
located at One Dexter Street, Denver, Colorado is not available to support the
obligations of Feld under this Agreement and agree not to assert any right to
recover against such personal residence, and the Members hereby disclaim,
quitclaim, release and relinquish any right to proceed against such personal
residence for amounts owed by Feld under this Agreement.  Upon submission by
Feld and written approval by WPHC of a financial statement of Feld certified by
Feld to be current and accurate, Feld's vacation home at 19 Creekside Drive in
Palm Springs, California shall be treated in the same manner as his residence
at One Dexter Street, Denver, Colorado, for purposes of this Agreement.

     14.2 Company Debt Liability.  A Member will not personally be liable for
any debts or losses of the Company, except as provided herein or in the Act.

     14.3 List of Members.  Upon written request of any Member, the Managers
shall provide a list showing the names, addresses and Percentage Interests of
all Members in the Company.

     14.4 Company Books.  The Managers shall maintain and preserve, during the
term of the Company, and for five (5) years thereafter, all accounts, books,
and other relevant Company documents.  Upon reasonable request, each Member
shall have the right, during ordinary business hours, to inspect and copy such
Company documents at the Member's expense.

     14.5 Priority and Return of Capital.  Except as specifically provided
herein, no Member shall have priority over any other Member, either as to the
return of Capital Contributions or as to Profits, Losses or distributions;
provided that this Section shall not apply to loans (as distinguished from
Capital Contributions) which a Member may make to the Company.

     14.6 Outside Activity.  

          14.6.1    Except for the limitations on the activities of Feld and
certain Affiliates set forth herein, each Member, including but not limited to
the Manager, may engage in any capacity (as owner, employee, consultant, or
otherwise) in any activity, whether or not such activity competes with or is
benefitted by the business of the Company, without being liable to the Company
or the other Members for any income or profit derived from such activity.

          14.6.2    From the date hereof until the earlier of November 1, 1996
or the date that Feld ceases to be a Member of the Company, neither Feld nor
any other Restricted Party shall construct or commence construction of any
Multi-Family Project located in the Denver metropolitan area (including without
limitation Boulder).  The restrictions under this Section 14.6.2 shall not
apply to the existing "Breakers" project, which is located in Denver, or to any
subsequent phases of the Breakers, or to the Village at the Bear project, which
is located in Jefferson County, Colorado, and is owned by Village At Bear Creek
LLC.

          14.6.3    From the date hereof until the date that Feld ceases to be
a Member of the Company, neither Feld nor any other Restricted Party shall (i)
purchase, construct or commence construction of any Multi-Family Project any
part of which Multi-Family Project is located within three (3) miles of any
portion of the Land, or (ii) purchase, construct or commence construction of
any Multi-Family Project outside said three-mile area without giving prior
written notice to WPHC.  

          14.6.4    "Restricted Parties" shall mean Feld, The Feld Company and
any entity in which they individually or collectively, directly or indirectly,
have an ownership interest of in excess of 20 percent of any class of security. 
Feld covenants that it shall cause each Restricted Party to comply with the
restrictions in this Section 14.6, and a failure of a Restricted Party to
comply with the terms of this Agreement shall constitute a breach of this
Agreement by Feld.  Feld shall comply with the restrictions set forth in this
Section 14.6 in good faith and shall not employ any artifice or device to evade
the intent of this provision.  The restrictions in Subsections 14.6.2 and
14.6.3 are cumulative, and shall apply to a Restricted Party as an owner for
its own account or as a developer, construction manager, general contractor or
partner of any other Person.  This Section 14.6 shall not prohibit any
Restricted Party from conducting pre-development activities in connection with
a Multi-Family Project, provided that construction activity (including any
activity for which a building permit is required) has not commenced on such
Multi-Family Project.  


                                  ARTICLE 15
                              MEETINGS OF MEMBERS

     15.1 Annual Meeting.  The annual meeting of the Members shall be held on
the first business day of May or at such other time as shall be determined by
resolution of the Members, commencing with the year 1996, for the purpose of
the  transaction of such business as may come before the meeting.

     15.2 Special Meetings.  Special meetings of the Members, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by any
Manager or by any Member or Members holding at least 1% of the Percentage
Interests.

     15.3 Place of Meetings.  The Members may designate any place, either
within or outside the State of Colorado, as the place of meeting for any
meeting of the Members.  If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal business office
of the Company in the State of Colorado.

     15.4 Notice of Meetings.  Except as otherwise provided for herein, written
notice stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the Managers or Person calling
the meeting, to each Member entitled to vote at such meeting.

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

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

     15.7 Quorum.  Members holding at least a Majority In Interest, represented
in person or by proxy, shall constitute a quorum at any meeting of Members.  In
the absence of a quorum at any such meeting, a majority of the Percentage
Interests so represented may adjourn the meeting from time to time for a period
not to exceed sixty (60) days without further notice. However, if the
adjournment is for more than sixty (60) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Member of record entitled to vote at the
meeting.

     At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.  The Members present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal during such meeting of Members owning that number of Percentage
Interests whose absence would cause less than a quorum.

     15.8 Manner of Acting.  If a quorum is present, the affirmative vote of
Members holding at least a Majority In Interest and entitled to vote on the
subject matter shall be the act of the Members, unless the vote of a greater or
lesser proportion or number is otherwise required by the Act, by the Articles
of Organization, or by this Agreement.

     15.9 Proxies.  At all meetings of Members, a Member may vote in person or
by proxy executed in writing by the Member or by a duly authorized attorney-in-
fact.  Such proxy shall be filed with the Managers of the Company before or at
the time of the meeting.  No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.

     15.10     Action by Members Without a Meeting.  Action required or
permitted to be taken at a meeting of Members may be taken without a meeting if
the action is evidenced by one or more written consents describing the action
taken, signed by each Member entitled to vote and delivered to the Managers of
the Company for inclusion in the minutes or for filing with the Company
records.  Action taken under this Section 15.10 is effective when all Members
entitled to vote have signed the consent, unless the consent specifies a
different effective date.

     The record date for determining Members entitled to take action without a
meeting shall be the date the first Member signs a written consent.

     15.11     Voting by Ballot.  Voting on any question or in any election may
be by voice vote unless the Managers or any Member shall demand that voting be
by ballot.

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


                                  ARTICLE 16
                     TRANSFERABILITY; PUT-CALL PROVISIONS

     16.1 Restrictions on Transferability.  Except as provided in Section 16.2
and Section 16.6, no transfer, pledge or assignment of all or any part of a
Member's Interest in the Company (including the transfer of any rights to
receive or share in profits, losses, income or the return of contributions)
shall be effective unless and until written notice (including the name and
address of the proposed purchaser, transferee, or assignee and the date of such
transfer) has been provided to the Company and the non-transferring Members
approve of the proposed sale, pledge or assignment of a selling, pledging or
assigning Member's Interest by unanimous written consent, which may be withheld
in their sole discretion. 

     16.2 Put-Call Rights.

          16.2.1  WPHC shall have the option (the "Call Option") to acquire the
Interest of Feld in the Company, including his right to receive any
distributions related to any periods prior to and including the Option Closing
Date:  (i) on and after the Final Closing for the Option Price, or (ii) on or
after the Construction Loan Outside Date, for $100.00 if the Construction Loan
Closing has not occurred by the Construction Loan Outside Date for any reason
whatsoever, or (iii) at any time for $100.00 if Feld fails to timely cure any
default by Feld under this Agreement.  The exercise by WPHC of the Call Option
described in item (i) of this Section is conditioned on WPHC performing its
obligation to make the Final Closing Capital Contribution when and as required
under this Agreement.  To exercise its Call Option, WPHC shall provide written
notice of exercise to Feld.  

          16.2.2  Feld shall have the right to cause WPHC to acquire the
Interest of Feld in the Company, including his right to receive any
distributions related to any periods prior to and including the Option Closing
Date, at Final Closing for the Option Price (the "Put Option") by providing
written notice to WPHC of Feld's intention to exercise the Put Option, provided
that all the Final Closing Funding Conditions have been satisfied.   

          16.2.3  If the Call Option or Put Option is exercised, Feld shall
forthwith upon request of WPHC execute an Assignment of Interest in the form of
Exhibit Q or Exhibit R, as applicable, attached hereto, wherein Feld shall
assign its Interest in the Company free and clear of all liens, security
interests and competing claims.  Feld shall execute such other instruments of
transfer and of due authorization, execution and delivery and of the absence of
any such liens, security interests or competing claims as WPHC may reasonably
request.  Feld shall have no duty, obligation or right to continue as Manager
of the Company after such transfer of its Interest.

     16.3 Calculation of Option Price.

          16.3.Y  The Members shall use their respective, good faith efforts to
determine the Option Price prior to the Option Closing Date.  For a period of
at least ten (10) business days prior to ordering an appraisal in connection
with the determination of the Option Price, WPHC and Feld shall attempt in good
faith to negotiate the fair market value of the Project to be used in such
determination.  Each of WPHC and Feld shall be entitled to submit the
calculation of the Option Price to the Company's Accountants for verification
or auditing.  If WPHC and Feld are unable to determine the Option Price by the
Option Closing Date, then WPHC shall pay Feld the Minimum Option Price as
estimated by WPHC in its good faith judgment.  The parties shall make a
determination of the Option Price promptly after the Option Closing, and (i) if
the Option Price as so determined exceeds the estimated Minimum Option Price
paid at the Option Closing, then WPHC shall pay Feld such excess within five
(5) business days after the determination of the Option Price, or (ii) if the
Option Price as so determined is less than the estimated Minimum Option Price
paid at the Option Closing, then Feld shall pay the difference to WPHC within
five (5) business days after the determination of the Option Price.  In
addition, for a period of twelve (12) months after the Final Closing Date, WPHC
and Feld shall each have the right to cause the recalculation of the Option
Price, if such Member pays the costs of the Company's Accountants in making
such recalculation.  If the amount of the adjustment is in excess of $5,000,
then WPHC and Feld shall adjust the Option Price within five (5) business days
after the recalculation of the Option Price.  No post-closing adjustment in the
Option Price shall be made for amounts of $5,000 or less or based on a
recalculation made more than twelve (12) months after the Option Closing Date. 
Notwithstanding anything to the contrary herein, the appraised value of the
Project as determined shall be final and shall not be subject to challenge or
recalculation by any Member.

     16.4 Right of Offset.  Payment of the Option Price shall be subject to a
right of offset in favor of the Company and WPHC with respect to any claims or
damages they may have against Feld.

     16.5 Restrictions on Resignation.  Notwithstanding anything to the
contrary contained herein or under the Act, no Member shall have the right to
resign from the Company. In the event a Member does resign in violation of the
foregoing provision, (i) the Company shall not be obligated to pay any amounts
to the Member, nor  to distribute any of the Property to the Member or any
interest therein, (ii) the Member shall be deemed to have forfeited any rights
to legal or beneficial ownership of its Interest, and  (iii) the Company may
recover from the resigning Member damages for breach of this Agreement. 

     16.6 Permitted WPHC Transfer.  WPHC shall have the right to transfer a
portion of WPHC's Interest in the Company (a "WPHC Permitted Transfer") to a
Person (a "WPHC Permitted Transferee"), provided that WPHC at all times during
the term of this Agreement shall retain an Interest in the Company of at least
twenty-one percent (21%) of the total Interests in capital, income, gain, loss,
deduction and credit.  WPHC acknowledges that any transfer pursuant to this
Section 16.6 shall be solely from the Interest of WPHC and shall not result in
the dilution of the Interest of Feld.  In the event of a Permitted WPHC
Transfer, (I) WPHC shall have the exclusive authority to communicate all
decisions, votes and elections ("Decisions") made by it and by the WPHC
Permitted Transferee with respect to the Interest of WPHC and such transferee
in the Company, (II) Feld shall be entitled to rely exclusively on
communications made by WPHC with respect to all such Decisions, and any
communications by a WPHC Permitted Transferee with respect to a Decision other
than through WPHC shall be invalid, and (III) prior to and as a condition to
the admission of a WPHC Permitted Transferee as a Member, the WPHC Permitted
Transferee shall execute an admission agreement wherein it agrees to be bound
by all the terms of this Agreement, including without limitation, this Section
16.6.


                                  ARTICLE 17
                        ADMISSION OF ADDITIONAL MEMBERS

     From the date of the formation of the Company, with the unanimous written
consent of the Members, any Person acceptable to the Members may, subject to
the terms and conditions of this Agreement:  (i) become an additional Member in
this Company by the sale of new Interests for such consideration as the Members
by unanimous vote shall determine, or (ii) become a Substitute Member as a
transferee of a Member's Interest or any portion thereof.


                                  ARTICLE 18
                          DISSOLUTION AND TERMINATION

     18.1 Dissolution.

          18.1.1  The Company shall be dissolved upon the occurrence of any of
the following events ("Dissolution Event"):

               (a)  When the period fixed for the duration of the Company shall
expire;

               (b)  by the unanimous written agreement of all Members; or

               (c)  upon the death, retirement, resignation, expulsion,
Removal, bankruptcy, dissolution of a Member or occurrence of any other event
which terminates the continued membership of a Member in the Company (a
"Withdrawal Event"), unless the business of the Company is continued by the
consent of a majority of the Interests of the remaining Members in the capital
and profits of the Company, as determined in accordance with Revenue Procedure
94-46 within ninety (90) days after the termination and there are at least two
remaining Members.  

          18.1.2  As soon as possible following the occurrence of any of the
events specified in this Section effecting the dissolution of the Company, the
appropriate representative of the Company shall execute a statement of intent
to dissolve in such form as shall be prescribed by the Colorado Secretary of
State and file duplicate originals of the same with the Colorado Secretary of
State's office.

     18.2 Effect of Filing of Dissolving Statement.  Upon the filing with the
Colorado Secretary of State of a statement of intent to dissolve, the Company
shall cease to carry on its business, except insofar as may be necessary for
the winding up of its business, but its separate existence shall continue until
articles of dissolution have been filed with the Secretary of State or until a
decree dissolving the Company has been entered by a court of competent
jurisdiction.

     18.3 Distribution of Assets Upon Dissolution.  In settling accounts after
dissolution, the liabilities of the Company shall be entitled to payment in the
following order:

          18.3.1  to creditors, in the order of priority as provided by law
(except to Members on account of their Capital Contributions); 

          18.3.2  to Members and former Members in satisfaction of liabilities
for distributions under Section 7-80-601 or 7-80-603 of the Act; and

          18.3.3  to  Members pro rata in accordance with the positive balances
in their Capital Accounts after taking into account all adjustments to the
Capital Accounts for all periods.

     18.4 Articles of Dissolution.  When all debts, liabilities and obligations
have been paid and discharged or adequate provisions have been made therefor
and all of the remaining Property and assets have been distributed to the
Members, articles of dissolution shall be executed in duplicate and verified by
the Person signing the articles, which articles shall set forth the information
required by the Act.

     18.5 Filing of Articles of Dissolution.

          18.5.1  Duplicate originals of such articles of dissolution shall be
delivered to the Colorado Secretary of State.

          18.5.2  Upon the filing of the articles of dissolution, the existence
of the Company shall cease, except for the purpose of suits, other proceedings
and appropriate action as provided in the Act.  The Managers shall thereafter
be trustees for the Members and creditors of the Company and as such shall have
authority to distribute any Property of the Company discovered after
dissolution, convey real estate and take such other action as may be necessary
on behalf of and in the name of the Company.

     18.6 Winding Up.  If the Property of the Company remaining after the
payment or discharge of the debts and liabilities of the Company is
insufficient to return the Capital Contribution of each Member, such Member
shall have no recourse against any other Member.  The winding up of the affairs
of the Company and the distribution of its assets shall be conducted
exclusively by the Managers, who are hereby authorized to take all actions
necessary to accomplish such distribution, including without limitation,
selling the assets of the Company.  In the discretion of the Managers, a pro
rata portion of the amounts that otherwise would be distributed to the Members
under this Article 18 may be withheld to provide a reasonable reserve for
unknown or contingent liabilities of the Company.

     18.7 No Restoration of Deficit Capital Accounts.  If the Company is deemed
to be liquidated for federal income tax purposes within the meaning of
Regulation Section 1.704-1(b)(2)(ii)(g),  distributions under Section 14.3(c)
shall be made in compliance with Regulation Section 1.704-1 (b)(2)(ii)(b)(2) to
those Members who have positive Capital Accounts.  If the Capital Account of
any Member has a deficit balance after such distributions (after giving effect
to all contributions, distributions, and allocations for all taxable years),
such Member shall have no obligation to make any contribution to the capital of
the Company with respect to such deficit and such deficit shall not be
considered a debt owed to the Company or any other Person for any purpose
whatsoever.

     18.8 Deemed Liquidation.  If no Dissolution Event has occurred, but the
Company is deemed liquidated for federal income tax purposes within the meaning
of Regulation Section 1.704-1 (b)(2)(ii)(g), the Company shall not be wound up
and dissolved but its assets and liabilities shall be deemed to have been
distributed to the Members and contributed to a new limited liability company
which shall operate and be governed by the terms of this Agreement.

     18.9 Permitted Withdrawal by Feld.  If the Construction Loan Closing has
not occurred by the Construction Loan Outside Date, upon not less than ten (10)
days prior written notice to WPHC, Feld may withdraw as the Manager and as a
Member without such withdrawal (a "Permitted Withdrawal") constituting a breach
of this Agreement.  In the event of a Permitted Withdrawal, Feld shall not have
any obligation under the Development Deficit Guaranty or the Operating Deficit
Guaranty, and Feld shall be released from any obligation hereunder related to
the period after his Withdrawal.  Upon a  Permitted Withdrawal, Feld shall have
no right to any fees or payments from the Company or any interest in any
property of the Company.  Feld shall execute such documents or instruments
evidencing his withdrawal as WPHC may reasonably request.  Except for a
Permitted Withdrawal or a withdrawal upon the death or disability of Feld, any
withdrawal by Feld from the Company shall constitute a default by Feld under
this Agreement and WPHC shall be entitled to damages and any other legally
available relief based upon such default.


                                  ARTICLE 19
                           MISCELLANEOUS PROVISIONS

     19.1 Statement of Intent of Parties.  It is the present intent of WPHC and
Feld to jointly develop the Project as the second phase leading to the eventual
development of the Master Development.  Due to the changes that may take place
in the capital and real estate markets and other events, unknown at this time,
which may alter either WPHC's or Feld's interest in or outlook on future
phases, no specific provision is made in this Agreement in regard to future
phases.  It is the present intent of the parties to use the basic economic and
transaction structure of this Operating Agreement on future phases.  However,
either party may require changes or elect not to participate in the joint
development of future phases.  The Members acknowledge that Feld has diligently
pursued the purchase of the Land and the development plan of the Land for a
significant period and has agreed to WPHC's assumption of the Land Contract due
to and in consideration of WPHC's and WRPT's financial commitment to the
transaction.  It is imperative to WPHC that it control the future of this
development in regard to all issues, including timing, cost, design, etc. 
While this control is absolute, it is WRPT's and Feld's present intent that
Feld continue as development partner.  Notwithstanding the foregoing statement
of intent, the provisions of this Agreement and related documents governing the
duties and relationships among the parties shall control over the foregoing
statement of intent and neither party shall have any obligation, express or
implied, to jointly develop another phase of the Master Development with the
other party.

     19.2 Notices.  Any notice or communication required or permitted to be
given by any provision of this Agreement, including but not limited to any
consents, shall be in writing and shall be deemed to have been given and
received by the Person to whom directed (a) when delivered personally to such
Person or to an officer or partner of the Member to which directed, (b) twenty-
four (24) hours after transmitted by facsimile, evidence of transmission
attached, to the facsimile number of such Person who has notified the Company
and all of the Members of its facsimile number, or (c) three (3) business days
after being posted in the United States mails if sent by registered or
certified mail, return receipt requested, postage and charges prepaid, or one
(1) business day after deposited with overnight courier, return receipt
requested, delivery charges prepaid, in either case addressed to the Person to
which directed at the address of such Person as it appears in this Agreement or
such other address of which such Person has notified the Company and all of the
Members.

     WPHC:     c/o Wellsford Residential Property Trust
               370 Seventeenth Street, Suite 3100
               Denver, Colorado 80202
               Attention: Donald D. MacKenzie 
               Facsimile No. (303) 595-7799

               with copies to:

               Wellsford Residential Property Trust
               610 Fifth Avenue, 7th Floor
               New York, New York  10020
               Attention:  Jeffrey Lynford
               Facsimile No. (212) 333-2323

               and to:

               Wayne H. Hykan, Esq.
               Brownstein Hyatt Farber & Strickland, P.C.
               410  17th Street, 22nd Floor
               Denver, Colorado  80202
               Facsimile No. (303) 623-1956

     Feld:     Mr. Al Feld
               The Feld Company
               4600 South Ulster Street, Suite 350
               Denver, Colorado  80237
               Facsimile No. (303) 721-9418

               with a copy to:

               Alan B. Lottner, Esq.
               Haligman & Lottner, P.C.
               633  17th Street, Suite 2700, North Tower
               Denver, Colorado  80202
               Facsimile No. (303) 292-1300

     19.3 Application of Colorado Law.  This Agreement, and the application or
interpretation hereof, shall be governed exclusively by its terms and by the
laws of the State of Colorado, and specifically by the Act.

     19.4 Waiver of Action for Partition.  Each Member irrevocably waives
during the term of the Company any right that such Member may have to maintain
any action for partition with respect to the Property of the Company.

     19.5 Amendments.  This Agreement may be amended only upon the written
Agreement of all of the Members.

     19.6 Construction.  Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders, and vice versa.

     19.7 Headings.  The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent or intent of this Agreement or any provision hereof.

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

     19.9 Time of the Essence.  Time is of the essence in regard to the
obligations of the parties set forth in this Agreement.

     19.10     Remedies for Default.  If any party hereto fails to perform any
of its obligations under this Agreement, at the time and in the manner set
forth herein, and such failure continues uncured after any applicable notice
and cure period, then any other party may assert a claim against the defaulting
party for damages and, to the extent damages are not an adequate remedy, for
specific performance of this Agreement.

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

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

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

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

     19.15     Further Assurances.  The Members and the Company agree that they
and each of them will take whatever action or actions as are reasonably
necessary or desirable from time to time to effectuate the provisions or intent
of this Agreement, and to that end, the Members and the Company agree that they
will execute, acknowledge, seal, and deliver any further instruments or
documents which may be necessary to give force and effect to this Agreement or
any of the provisions hereof, or to carry out the intent of this Agreement or
any of the provisions hereof.

     19.16     Entire Agreement.  This Agreement and each of the exhibits
attached hereto set forth all (and are intended by all parties hereto to be an
integration of all) of the promises, agreements, conditions, understandings,
warranties, and representations among the parties hereto with respect to the
formation and operations of the Company; and there are no promises, agreements,
conditions, understandings, warranties, or representations, oral or written,
express or implied, among them other than as set forth herein.  The exhibits
attached hereto are incorporated herein by reference.  

     19.17     Attorneys Fees.  Should any party hereto institute any legal
action or proceeding to enforce any provision of the Operating Agreement or for
damages by reason of any alleged breach of any provision of the Operating
Agreement or for any other judicial remedy, the prevailing party shall be
entitled to receive from the non-prevailing party all reasonable attorneys'
fees and all court costs in connection with said action or proceeding, in
addition to any other award.


<PAGE>
                                  CERTIFICATE

     The undersigned hereby agree, acknowledge and certify that the foregoing
Agreement constitutes the Operating Agreement of Red Canyon at Palomino Park
LLC adopted by the Members of the Company effective as of April 17, 1996.



                                   /s/ Al Feld                                 
                                   ------------------------------------------
                                   Al Feld


                                   WELLSFORD PARK HIGHLANDS CORP., a
                                   Colorado corporation


                                   By:  /s/ Donald D. MacKenzie                
                                        -------------------------------------
                                        Name:
                                        Title:
<PAGE>
                                   GUARANTY


     By its execution hereof, WELLSFORD RESIDENTIAL PROPERTY TRUST, a Maryland
real estate investment trust ("WRPT"), hereby guarantees to Al Feld ("Feld")
that Wellsford Park Highlands Corp., a Colorado corporation, shall timely and
fully satisfy its obligation to fund the Final Closing Capital Contribution
when, as and if required by the foregoing Operating Agreement, as such
Agreement may be amended from time to time (the "Obligation"). 

     This guaranty is a guaranty of payment and performance of the Obligations,
not merely of collection.  Any amendment or modification of the Obligations
made by WPHC and Feld shall not release the duties and obligations of WRPT
hereunder, and this Guaranty shall extend to the Obligations as so amended or
modified.  This Guaranty shall be continuing and irrevocable until the
Obligations have been satisfied in full.  WRPT hereby waives notice of
acceptance of this Guaranty.  

     WRPT waives and agrees not to assert or take advantage of:  (a)  any right
to require Feld to proceed against any other person or to proceed against or
exhaust any security held by Feld at any time or to pursue any other remedy in
Feld's power before proceeding against WRPT; (b)  any right to require Feld to
proceed against WPHC or any other person or to proceed against or exhaust any
security held by Feld at any time or to pursue any other remedy in Feld's power
before proceeding against WRPT; and (c)  any requirement that notice be
provided to WRPT. 

     This Guaranty and all documents, agreements, understandings and
arrangements relating to this Guaranty have been executed by the undersigned on
behalf of WRPT in his/her capacity as an officer or trustee of WRPT which has
been formed as a Maryland real estate investment trust pursuant to a
Declaration of Trust of WRPT dated as of July 10, 1992, and not individually,
and neither the trustees, officers or shareholders of WRPT shall be bound by or
have any personal liability hereunder or thereunder.  The beneficiary of this
Guaranty shall look solely to the assets of WRPT for satisfaction of any
liability of WRPT in respect of this Agreement and all documents, agreements,
understandings and arrangements relating to this transaction and will not seek
recourse or commence any action against any of the trustees, officers or
shareholders of WRPT or any of their personal assets for the performance or
payment of any obligation hereunder or thereunder. The foregoing shall also
apply to all and any future documents, agreements, understandings, arrangements
and transactions between the parties hereto with respect to the this Guaranty
or any matter related thereto.  

     Should any one or more provisions of this Guaranty Agreement be determined
to be illegal or unenforceable, all other provisions nevertheless shall be
effective.

     This Guaranty Agreement shall be governed by and  construed in accordance
with the laws of the State of Colorado.  

     EXECUTED as of April 17, 1996.
   
                              WELLSFORD RESIDENTIAL PROPERTY TRUST,
                              a Maryland real estate investment
                              trust


                              By: /s/ Donald D. MacKenzie         
                                 -------------------------------------
                                 Name:   Donald D. MacKenzie
                                 Title:  Vice President
<PAGE>
STATE OF ___________________  )
                              )  ss.
COUNTY OF __________________  )     

     The foregoing operating agreement was acknowledged before me this _____
day of ______________, 1996 by Al Feld.

     WITNESS my hand and official seal.

     My commission expires:


                              ___________________________________
                              Notary Public


STATE OF COLORADO             )
                              )  ss.
COUNTY OF DENVER              )

     The foregoing operating agreement was acknowledged before me this _____
day of _____________, 1996 by Donald D. MacKenzie as Vice President of
Wellsford Park Highlands Corp., a Colorado corporation.

     WITNESS my hand and official seal.

     My commission expires:



                              -------------------------------------
                              Notary Public




STATE OF COLORADO             )
                              )  ss.
COUNTY OF DENVER              )

     The foregoing guaranty was acknowledged before me this _____ day of
_____________, 1996 by __________________ as _____________ of Wellsford
Residential Property Trust, a Maryland real estate investment trust.

     WITNESS my hand and official seal.

     My commission expires:



                              -------------------------------------
                              Notary Public
<PAGE>

                                   EXHIBITS


EXHIBIT A      Feld Reimbursable Expenses
EXHIBIT B      Construction Procedures
EXHIBIT C      Deposit and Contract Administration Agreement
EXHIBIT D      Final Closing Funding Conditions
EXHIBIT E      Description of Infrastructure 
EXHIBIT F      Description of Infrastructure Land
EXHIBIT G      Description of the Land
EXHIBIT H      Description of the Master Development Land
EXHIBIT I      Initial Project Budget
EXHIBIT J      Property Management Agreement
EXHIBIT K      Intentionally Omitted
EXHIBIT L      Pledge and Security Agreement -- Feld to WPHC
EXHIBIT M      Pledge and Security Agreement -- WPHC to Feld
EXHIBIT N      Description of Plans and Specifications
EXHIBIT O      Final Project Budget
EXHIBIT P      Calculation of the Feld Incentive Fee
EXHIBIT Q      Assignment of Interest -- Call Option
EXHIBIT R      Assignment of Interest -- Put Option
EXHIBIT S-1    Architect's Certificate
EXHIBIT S-2    Engineer's Certificate
EXHIBIT T      Infrastructure Budget
EXHIBIT U      Substitution Agreement
<PAGE>

                                   EXHIBIT A

                          FELD REIMBURSABLE EXPENSES
<PAGE>

                                   EXHIBIT B

                            CONSTRUCTION PROCEDURES

1.   Requests for advances by the Construction Lender for payment of costs of
     labor, materials, and services supplied for the construction of the
     improvements and other items shown in the Project Budget shall be
     submitted by Feld, not more frequently  then as specified in the
     Construction Loan, after actual commencement of construction of the
     improvements.  WPHC, and the Construction Consultant shall be provided
     with copies of the application for advance simultaneously with delivery to
     the Construction Lender, except as otherwise provided in Section 6.6 of
     the Operating Agreement.

2.   WPHC and the Construction Consultant shall have the right and Feld shall
     permit them to enter upon the Property and any location where materials
     which are intended to be utilized in the construction of the improvements
     are stored for purpose of inspection of the Property and such materials at
     all reasonable times.

3.   Feld shall timely comply with and promptly furnish to WPHC and
     Construction Consultant a true and complete copy of any notice or claim by
     any governmental authority pertaining to the Property and of any notice or
     claim from the Construction Lender or any subcontractor or supplier with
     respect to the Project.

4.   Feld shall disburse all advances for payment of costs and expenses for
     purposes specified in the Project Budget, and for no other purpose.

5.   WPHC and Construction Consultant shall be advised, in advance of, and
     shall have the right to attend all meetings pertaining to the construction
     of the improvements.  Feld agrees to use his best efforts to attempt to
     notify WPHC and Construction Consultant reasonably in advance of such
     meetings in order to allow attendance at such meeting by representatives
     of WPHC and the Construction Consultant.

6.   Feld shall not reallocate to other line items any portion of the line
     items in the Project Budget that relate to Construction Loan interest or
     loan fees.

7.   Feld shall deliver copies of the monthly construction ledger to WPHC on or
     before the 10th day of the following month.

8.   Change orders shall be dealt with as provided in Section 6.7 of the
     Operating Agreement.<PAGE>

                                   EXHIBIT C

                 DEPOSIT AND CONTRACT ADMINISTRATION AGREEMENT



     This Deposit and Contract Administration Agreement ("Agreement") is made
as of the 2nd day of May, 1995, by and between THE FELD COMPANY, a Colorado
corporation, located at 4600 S. Ulster Street, Suite 350, Denver, Colorado
80237, and WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation, located at
370 17th Street, Suite 3100, Denver, Colorado 80202 (hereinafter called
"WPHC").

                                   RECITALS

     WHEREAS, The Feld Company and Mission Viejo Company, a California
corporation ("Mission") previously entered into that certain Second Amended and
Restated Vacant Land Purchase and Sale Agreement on March 23, 1995 (the
"Purchase Agreement") for the purchase of approximately 182 acres of unimproved
real property in Douglas County, Colorado, being more particularly described as
Lots 1 through 5, Highlands Ranch Filing No. 126-A (the "Property"); and

     WHEREAS, by an Assignment and Assumption Agreement of even date herewith,
The Feld Company, in consideration of the sum of $300,000 paid to it by WPHC,
has assigned to WPHC all of its right, title and interest in (i) the Purchase
Agreement, and (ii) that certain earnest money deposit in the amount of
$300,000 (the "Deposit") previously paid to Mission in accordance with the
terms of the Purchase Agreement; and

     WHEREAS, by an Assignment and Assumption Agreement of even date herewith,
WPHC has assigned all of its rights and obligation pursuant to the terms and
provisions of the Purchase Agreement with respect to the purchase of "Phase I,"
as that term is defined in the Purchase Agreement, to the Park at Highlands
LLC, a Colorado limited liability company ("PAH"); and

     WHEREAS, The Feld Company and WPHC now desire to enter into a new
agreement to document the rights and obligations of The Feld Company and WPHC
with respect to the funds being deposited with WPHC pursuant to the terms of
this Agreement.

                                   AGREEMENT

     NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants herein contained, and respectively expressing the intention to be
legally bound hereby, covenant and agree as follows:

     1.   Receipt and Acknowledgement.  WPHC hereby acknowledges the receipt of
the sum of $150,000 from The Feld Company, which will be held by WPHC, and
governed by the terms of this Agreement.

     2.   Reimbursement.

          a.   WPHC may sell or assign its interest in the Purchase Agreement,
     with respect to the Property, or any part thereof, to an entity jointly
     owned by A1 Feld and/or The Feld Company and Wellsford Residential
     Property Trust ("Wellsford") or an entity owned by Wellsford ("Approved
     Entity") for any reason whatsoever. If however, WPHC sells or assigns its
     interest in the Purchase Agreement, with respect to the Property, or any
     part thereof, to any person or entity that does not qualify as an Approved
     Entity, then WPHC shall, within five business days from the execution of
     such sale or assignment, pay The Feld Company the sum of $150,000.

          b.   If all or any portion of the Deposit is credited by Mission
     towards the purchase price of all or any portion of the Property, then
     WPHC shall pay 50% of the amount so credited by Mission, to The Feld
     Company within five business days following the receipt of such credit by
     WPHC.

          c.   If all or any portion of the Deposit is returned to WPHC by
     Mission, for any reason whatsoever, then WPHC shall pay 50% of the amount
     so returned to The Feld Company within five business days following WPHC's
     receipt thereof.

          d.   If the Deposit is not returned or credited by Mission to WPHC,
     then neither party shall be liable to the other for reimbursement of the
     Deposit or any portion thereof, except as set forth in paragraph 2.a.
     hereof.

     3.   Right of First Offer.  If The Feld Company is not in default under
any agreements with WPHC or its affiliates, and if WPHC decides not to purchase
any of Phases II, III, IV or V, as defined in the Purchase Agreement, WPHC
agrees to notify The Feld Company at least 150 days before the scheduled
closing of such Phase, and The Feld Company shall have 90 days to obtain
another source of acquisition and development financing and to present an offer
to WPHC to acquire the subject parcel.  If The Feld Company fails to present an
offer acceptable to WPHC in WPHC's sole discretion, WPHC shall have no
obligations to The Feld Company with respect to such parcel.

     4.   Entire Agreement.  This is the entire agreement between the parties
and there are no other terms, obligations, covenants, representations,
statements or conditions, oral or otherwise, of any kind whatsoever.  Any
agreement hereafter made shall be ineffective to change, modify, discharge or
effect an abandonment of this Agreement in whole or in part unless such
agreement is in writing and signed by the party against whom enforcement of the
change, modification, discharge or abandonment is sought.

     5.   No Further Obligations.  The parties have no obligations or
liabilities of any nature or kind to the other party with respect to the
Deposit or the Purchase Agreement, except as expressly set forth in this
Agreement.  WPHC shall have exclusive control over the Purchase Agreement, as
it relates to Phases II, III, IV and V, as described therein, and The Feld
Company has no interest whatsoever in the Purchase Agreement with respect to
Phases II, III, IV and V, except for any rights set forth in this Agreement. 
None of the provisions of this Agreement constitute or create any agreement or
obligation by either party to (i) enter into a joint venture, partnership,
corporation, limited liability company or any other arrangement with the other
party, or to negotiate in good faith with respect to the same; (ii) to enter
into any agreements, or to negotiate in good faith with respect to the same;
(iii) to purchase or develop the Property, or any portion thereof; or (iv) to
act in any manner whatsoever, unless expressly provided for in this Agreement
or otherwise reduced to a definitive written agreement, executed by the
parties.  The parties acknowledge and agree that they have no obligations with
respect to Phases II, III, IV and V, as described in the Purchase Agreement.

     6.   Miscellaneous.

          a.   Successors and Assigns.  This Agreement shall be binding upon
     and shall inure to the benefit of the parties hereto and their respective
     heirs, executors, administrators, legal representatives, successors and
     permitted assigns.

          b.   Governing Law.  This Agreement shall be governed by and shall be
     construed and interpreted in accordance with the laws of the State of
     Colorado.

          c.   Notices. All notices, consents, approvals or other
     communications which any of the parties to this Agreement may desire or
     may be required to give hereunder shall be in writing and shall be given
     by registered or certified mail, return receipt requested, postage
     prepaid, or by personal delivery, delivery by courier, or by confirmed
     telecopy or facsimile transmission, addressed as follows:

               If to The Feld company:

               The Feld Company
               4600 South Ulster Street
               Suite 350
               Denver, Colorado  80237 
               Fax:  303-721-9418

          and to:

               _________________________
               _________________________
               _________________________
               _________________________
               Fax: ____________________

          If to WPHC

               Wellsford Park Highlands Corp.
               370 17th Street, Suite 3100
               Denver, Colorado  80202
               Fax:  303-595-7799
               Attn: Don MacKenzie

          and to:

               Wayne H. Hykan, Esq.
               Brownstein Hyatt Farber &
                 Strickland, P.C.
               410 17th Street, Suite 2200
               Denver, Colorado  80202
               Fax:  303-623-3956

Any such notice to WPHC or The Feld Company shall be deemed to be given,
received, and effective three days after such notice has been deposited in the
United States mail, addressed as aforesaid, or when personally delivered to and
received by the specified parties.  All addresses for notices under this
Agreement shall be located within the United States of America.

     7.   Counterparts.  This Agreement may be executed in counterparts.

     8.   Costs of Legal Proceedings.  In the event that either party
institutes legal proceedings with respect to this Agreement or the transaction
contemplated hereby, the prevailing party shall be entitled to recover its
costs and expenses incurred in connection with such legal proceedings,
including, without limitation, reasonable attorney's fees.  The terms of this
paragraph shall survive the termination of this Agreement.

     9.   Liability of WPHC.  No officer, director or shareholder of WPHC shall
be bound by or have any personal liability hereunder or under any document,
agreement, understanding or arrangement relating to this transaction.  The
parties to this Agreement shall look solely to the assets of WPHC for
satisfaction of any liability of WPHC in respect of this Agreement and all
documents, agreements, understandings and arrangements relating to this
transaction and will not seek recourse or commence any action against any of
the directors, officers or shareholders of WPHC or any of their personal assets
for the performance or payment of any obligation hereunder or thereunder.  The
foregoing shall also apply to any and all future documents, agreements,
understandings, arrangements and transactions between the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                   THE FELD COMPANY:

                                   THE FELD COMPANY, a Colorado corporation


                                   By: /s/ Al Feld                             
                                      ---------------------------------------
                                        Al Feld, President


                                   WPHC

                                   WELLSFORD PARK HIGHLANDS CORP., a Colorado
                                   corporation


                                   By: /s/ Donald D. MacKenzie                 
                                      ---------------------------------------
                                        Donald D. MacKenzie
                                        Vice President

<PAGE>

                                   EXHIBIT D

                       FINAL CLOSING FUNDING CONDITIONS

          (a)  No Default; Certificate From Feld.  There shall be no uncured
default by Feld under this Agreement and no uncured default under the
Construction Loan, and WPHC shall have received a certificate from Feld that
the representations, warranties and covenants of Feld in Articles 6 and 13 are
materially true and accurate as of the date of the proposed Final Closing and
that Feld and the Company are not in default of any of their obligations
hereunder or under any contracts or agreements relating to the Project as of
the date of the proposed Final Closing.

          (b)  Construction Loan.  Feld shall provide evidence satisfactory to
WPHC that the principal amount of the Construction Loan and all accrued
interest thereon have either been paid in full or will be paid in full from the
proceeds of the Final Closing Capital Contribution immediately upon the funding
of the Final Closing Capital Contribution.  Such evidence may consist of a
payoff letter in form sufficient to allow the title insurer to insure over the
lien of the Construction Loan.

          (c)  Physical Inspection.  The Construction Consultant shall have
prepared a physical inspection report reasonably satisfactory to WPHC.

          (d)  Final Completion; Development Deficits.  Final Completion of the
Project shall have occurred, and all Development Deficit Payments shall have
been made by Feld.

          (e)  Lien Waivers.  Feld shall obtain and provide copies to WPHC of
unconditional lien releases from all subcontractors, materialmen and providers
of labor, equipment, material and/or services to the Property and the Project,
as to all work performed and materials purchased in connection with the
construction of the Project, in form reasonably satisfactory to WPHC or, with
respect to any liens not so released, Feld shall have provided surety bonds to
which any contested liens are transferred (and released from the Property) and
title insurance over any such liens.

          (f)  Title Policy.  The title insurance company shall have issued the
following endorsements to the Company's title policy: (1) an endorsement
indicating that the Company owns fee simple title to the Project Land and that
the Project Land will be free and clear of the Construction Loan upon payment
of the Final Closing Capital Contribution; (2) a "date down" endorsement to the
title policy extending the effective date of the title policy to the date of
Final Closing and showing no exceptions to title other than the exceptions
reflected on the title policy as of Initial Closing, except as shall be
acceptable to WPHC in its reasonable judgment; (3) an endorsement affording
mechanics lien coverage; (4) an endorsement increasing the amount of insurance
by an amount equal to the Final Closing Capital Contribution; and (5) such
other endorsements as WPHC may reasonably require, including without
limitation, the following:  (i) 103.1 and 103.2 (Encroachments) to the extent
required and available; (ii) 103.7 (Property Abuts Open Street); (iii) 107.2
(Increase Policy Amount) for the amount of the Final Closing Capital
Contribution plus the Initial Closing Capital Contribution; (iv) 110.1
(Deleting Standard Exceptions) if not already provided; (v) 110.2 (Special
Exceptions) if any new exceptions appear that are not acceptable to WPHC in its
sole discretion; (vi) 115.2 (PUD); (vii) 116.1 (Survey); (viii) 123.2 (Zoning).

          (g)  Survey.  WPHC shall have received and approved an updated and
recertified as-built survey reasonably satisfactory to WPHC dated no more than
thirty (30) days prior to the date of Final Closing, showing no encroachments
or other adverse matters affecting title to the Project, except as shall be
reasonably acceptable to or have been previously approved in writing by WPHC.

          (h)  As-Built Plans and Specifications.  Feld shall have submitted to
WPHC a written document executed by Feld, the architect and the general
contractor certifying no material change to the approved "for-construction"
Plans and Specifications except any changes stated therein that have previously
been approved by WPHC.

          (i)  Permits, Licenses and Certificates of Occupancy.  WPHC shall
have received a copy of the final and unconditional certificate or certificates
of occupancy issued by the appropriate governmental authorities for the Project
in its entirety and a copy of any permits and licenses which are required for
the operation and use of the Project.

          (j)  Architect's and Engineer's Certificates.  Feld shall have
delivered to WPHC an architect's certificate in the form attached hereto as
Exhibit S-1 and an Engineer's Certificate in the form attached hereto as
Exhibit S-2.

          (k)  Payment of Taxes. WPHC shall have received satisfactory evidence
(which may be included in the title policy described in subsection (f) of these
Final Closing Funding Conditions) that all real property taxes and assessments
for the Project due and payable through the date of funding have been timely
and fully paid.

          (l)  Release and Waiver.  Feld and each affiliate of Feld that is a
party to an Approved Affiliate Agreement shall have executed for the benefit of
the Members a Release and Waiver, substantially in the form attached hereto as
Exhibit B-3 with respect to all liabilities incurred by Feld during its period
of membership in the Company, including, without limitation, all liabilities
incurred by Feld under the Architect's Agreement, the construction contract for
the construction of the Project, and any contracts, agreements, or other
instruments entered into by Feld in connection with the construction of the
Project or the business of the Company.<PAGE>
                                   EXHIBIT E

                         DESCRIPTION OF INFRASTRUCTURE

The following Description of Infrastructure uses substantially the same
categories as those in the Infrastructure Improvement Agreement.  The aggregate
of these categories comprises the Infrastructure for the Master Development.

1.   Overlot Grading.  This includes rough grading for the Infrastructure Land
     and some of the fine grading for the park.

2.   Willows Water Line.  This category includes the engineering and physical
     relocation of a 30 inch Willows Water District water line as well as
     Quebec Street paving associated with the relocation.

3.   Main Recreational Center & Grounds.  This is the main recreational
     facility for the Master Development.  All apartment phases will share its
     use.  The rec center building will contain approximately 30,000 square
     feet and house a gym with exercise equipment, basketball court, racquet
     ball court(s) and leasing offices  The rec center grounds are expected to
     feature a pool & spa, volleyball court, tennis court(s), pond and parking.

4.   Water and Sewer Systems, Temporary Access Road.  Included here is the main
     water and sewer systems that will serve the Master Development. 
     Additional water and sewer systems will be constructed with each apartment
     phase and are not part of the Infrastructure.  This category also includes
     building of a temporary road that will be used as construction access.

5.   Entryway/Guardhouse/Paving.  The main access/entry for the Master
     Development is from South Quebec Street.  At this entry there will be
     entry monuments, gates, wall and a guardhouse.  Paving for the entry and
     loop road (the entry and loop roads collectively comprise Tract A of the
     Infrastructure Land) is also included as part of this category.

6.   Public Utilities.  A telephone distribution system will be installed
     around the loop road which will be joint trenched with gas, electric and
     cable TV facilities.  Some of all of the above facilities may be installed
     by parties unrelated to the Company.

7.   Park Improvements.  Tract B of the Infrastructure Land will be landscaped
     and improved with a softball diamond, soccer field, golf putting area and
     other similar improvements.

8.   Glen Eagles Entry.  A future entry for the Master Development may be
     needed to provide with ingress/egress.  It is contemplated that this
     access would be from Glen Eagles Drive at the southern boundary of the
     Master Development.  This category will include entry monuments, gates and
     associated road improvements.

9.   Professional Services and Miscellaneous.  This category includes various
     professional services associated with the development of all
     Infrastructure components.  It includes architectural design, interior
     design of the Main Rec Center, landscape design, civil engineering, soils
     engineering/
     testing, and legal services associated with closing the Infrastructure
     Land and any ongoing document review.  Field supervision, general labor
     and other misc. items, necessary for construction of all Infrastructure
     components, are also included in this category.  This category also
     includes building the construction yard compound which serves as a
     staging/storage area for the Master Development.
<PAGE>
                                   EXHIBIT F

                      DESCRIPTION OF INFRASTRUCTURE LAND


Lot 1B, Tract A and Tract B, Highlands Ranch Filing No. 126-A, 1st Amendment as
recorded at Receipt No. 9560621 in the records of the Douglas County Clerk and
Recorder's Office, County of Douglas, State of Colorado

Lot 1B is the land on which the main recreational center will be situated to
service the Master Development.

Tract B is the land on which the main park will be situated to service the
Master Development.

Tract A is the land on which both the main access road and loop road will be
constructed to provide ingress and egress to the Master Development.  The loop
road will encircle Lot 1B and Tract B.  The main access road will directly
adjoin South Quebec Street.
<PAGE>
                                   EXHIBIT G

                            DESCRIPTION OF THE LAND

PARCEL 1

LOT 2-A, HIGHLANDS RANCH FILING NO. 126-A, AS DESCRIBED IN THE LOT LINE
ADJUSTMENT CERTIFICATE, RECORDED APRIL 29, 1996 IN BOOK 1337 AT PAGE 324,
RECEPTION NO. 9622585 IN THE OFFICE OF THE CLERK AND RECORDER OF DOUGLAS
COUNTY, COLORADO.


PARCEL 2

THAT CERTAIN PERPETUAL EASEMENT INTEREST AND ESTATE APPURTENANT TO PARCEL 1 AND
ALL RIGHTS AND PRIVILEGES IN CONNECTION THEREWITH, RESERVED BY PARK AT
HIGHLANDS LLC, A COLORADO LIMITED LIABILITY COMPANY, ITS SUCCESSORS, ASSIGNS
AND DESIGNEES, UNDER AND PURSUANT TO THE TERMS OF THAT CERTAIN SPECIAL WARRANTY
DEED, EXECUTED BY PARK AT HIGHLANDS LLC, GRANTOR, TO PALOMINO PARK PUBLIC
IMPROVEMENTS CORPORATION, A COLORADO NON-PROFIT CORPORATION, GRANTEE, RECORDED
JANUARY 3, 1996, UNDER RECEPTION NO. 9600509 IN THE OFFICE OF THE CLERK AND
RECORDER OF DOUGLAS COUNTY, COLORADO, COVERING THE REAL PROPERTY MORE
PARTICULARLY DESCRIBED AS FOLLOWS:

          TRACT A, HIGHLANDS RANCH FILING NO. 126-A, 1ST AMENDMENT, AS FILED ON
          DECEMBER 19, 1995 UNDER RECEPTION NO. 9560621 IN THE OFFICE OF THE
          CLERK AND RECORDER OF DOUGLAS COUNTY, COLORADO.
<PAGE>
                                   EXHIBIT H

                  DESCRIPTION OF THE MASTER DEVELOPMENT LAND


LOT 3-A, HIGHLANDS RANCH FILING NO. 126-A, AS DESCRIBED IN THE LOT LINE
ADJUSTMENT CERTIFICATE, RECORDED APRIL 29, 1996 IN BOOK 1337 AT PAGE 324,
RECEPTION NO. 9622585 IN THE OFFICE OF THE CLERK AND RECORDER OF DOUGLAS
COUNTY, COLORADO.

LOTS 4 AND 5, HIGHLANDS RANCH FILING 126-A, DOUGLAS COUNTY, COLORADO
<PAGE>
                                   EXHIBIT I

                            INITIAL PROJECT BUDGET<PAGE>
                                   EXHIBIT J

                         PROPERTY MANAGEMENT AGREEMENT


        TO BE AGREED UPON BY PARTIES PRIOR TO CONSTRUCTION LOAN CLOSING
<PAGE>
                                   EXHIBIT K

                             INTENTIONALLY OMITTED<PAGE>
                                   EXHIBIT L


                         PLEDGE AND SECURITY AGREEMENT


     THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of the
17th day of April, 1996, by AL FELD, an individual, having an address of 4600
South Ulster Street, Suite 350, Denver, Colorado 80237 ("Pledgor"), for the
benefit of WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation, having an
office at 370 Seventeenth Street, Suite 3100, Denver, Colorado  80202
("Pledgee").

                                   RECITALS 

     A.   Pledgor is the Manager and a Member of Red Canyon at Palomino Park
LLC, a Colorado limited liability company (the "Limited Liability Company"),
which Limited Liability Company is governed by its Operating Agreement dated as
of April 17, 1996 (the "Operating Agreement"), by and between Pledgee and
Pledgor.

     B.   Pledgee is also a Member in the Limited Liability Company.

     C.   In order to secure the full payment and performance by Pledgor of all
of Pledgor's obligations under the Operating Agreement, as such Operating
Agreement may be now or hereafter amended, modified or restated (said
obligations under the Operating Agreement are hereinafter referred to as the
"Obligations"), Pledgor is entering into this Agreement for the benefit of
Pledgee.

                                   AGREEMENT

          NOW, THEREFORE, in consideration of the recitals, covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     1.    Definitions.  

          a.   "Collateral" shall mean:

               (i)  All of Pledgor's right, title and interest in the ownership
          interests of Pledgor in the Limited Liability Company, whether now
          owned or hereafter acquired, including, without limitation, its
          Interest (as defined in the Operating Agreement) in the Limited
          Liability Company, the right of Pledgor, if any, to any benefits to
          which Pledgor may be entitled pursuant to the Operating Agreement or
          the Colorado Limited Liability Company Act, Colo. Rev. Statutes
          Sections 7-80-101 to 7-80-913, as amended from time to time (the
          "Act"), and Pledgor's right to receive payments, fees, distributions
          and allocations under or in connection with the Operating Agreement
          (whether as Member or as Manager), as such Operating Agreement may be
          modified or extended from time to time with the consent of the
          Pledgee; and

               (ii)  All proceeds, whether cash proceeds or noncash proceeds,
          and products of any and all of the foregoing.

          b.   "Event of Default" shall mean an event of default described in
Section 8 herein.

     2.   Pledge of Collateral and Grant of Security Interest. Pledgor does
hereby unconditionally and irrevocably assign, pledge, convey, transfer,
deliver, set over and grant unto Pledgee, its successors and assigns, as
security for Pledgor's complete and timely payment and performance of the
Obligations, a continuing first lien security interest under the Uniform
Commercial Code of the State of Colorado in the Collateral.  Pledgor hereby
further grants to Pledgee all rights in the Collateral as are available to a
secured party of such collateral under the Uniform Commercial Code of the State
of Colorado (being the principal place of business of Pledgor and the location
of Pledgor's residence) and, concurrently herewith, shall deliver to Pledgee
duly executed UCC-1 financing statements suitable for filing in the State of
Colorado with respect to the Collateral.

     3.   Delivery to Pledgee.

          a.   Pledgor agrees to execute and to use its best efforts to cause
all other necessary parties, and any successors and assigns thereof, to execute
and deliver to Pledgee such other agreements, instruments and documentation as
Pledgee may reasonably request from time to time to effect the conveyance,
transfer, and grant to Pledgee of  Pledgor's right, title and interest in and
to the Collateral as security for the Obligations.

          b.   Concurrently with the execution of this Agreement, Pledgor has
caused each of the Members of the Limited Liability Company, other than
Pledgee, to execute the Consent to Security Interest and Agreement in the form
attached hereto as Schedule A (the "Consent") evidencing the consent of the
Members to the assignment of Pledgor's Limited Liability Company interests and
their agreement to be bound by Section 4 of this Agreement, and Pledgor
covenants to execute, if required by Pledgee, an amendment to the Operating
Agreement in such form as Pledgee may reasonably require to reflect the
substitution of Pledgee in place of Pledgor as Manager of the Limited Liability
Company upon the occurrence of an Event of Default.  Pledgor further agrees to
execute and to cause the other Members of the Limited Liability Company to
execute and deliver to Pledgee such other agreements, instruments and
documentation as Pledgee may reasonably request from time to time to effectuate
the conveyance, transfer, assignment and grant to Pledgee of all of Pledgor's
right, title and interest in and to the Collateral and to evidence the
substitution of the Pledgee in place of Pledgor as Manager in the Limited
Liability Company.

     4.   Proceeds and Products of the Collateral.

          a.   Notwithstanding any of the foregoing, unless and until there
occurs an Event of Default, Pledgee agrees to forbear from exercising its right
to receive all benefits pertaining to the Collateral (except as otherwise
permitted under the Operating Agreement), and Pledgor shall be permitted to
exercise all rights and to receive all benefits of the Collateral, including,
without limitation, the right to exercise all voting, approval, consent and
similar rights of Pledgor pertaining to the Collateral, payments due under,
proceeds, whether cash proceeds or noncash proceeds, and products of the
Collateral and to retain and enjoy the same.

          b.   Pledgor acknowledges and agrees with Pledgee, that unless
Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not
exercise any voting, approval, consent or other rights with respect to the
Collateral at any time after (i) the occurrence of an Event of Default and (ii)
receipt of notice from Pledgee instructing Pledgor not to exercise any such
voting, approval, consent or other rights with respect to the Collateral,
provided, however, that Pledgor shall exercise any such right it may have under
the agreements comprising the Collateral with respect to the business affairs
of the Limited Liability Company as is reasonably necessary to protect and
preserve the Collateral.
 
          c.   Upon or at any time after the occurrence of an Event of Default,
Pledgee, at its option, to be exercised in its sole discretion by written
notice to Pledgor, may exercise all rights and remedies granted under this
Agreement, including, without limitation, the right to require the obligors
under the Collateral to make all payments due under and to pay all proceeds,
whether cash proceeds or noncash proceeds, and products of the Collateral to
Pledgee.  Upon the giving of any such notice, the security constituted by this
Agreement shall become immediately enforceable by Pledgee, without any
presentment, further demand, protest or other notice of any kind, all of which
are hereby expressly and irrevocably waived by Pledgor.  Pledgor hereby
authorizes and directs each respective obligor under the agreements
constituting the Collateral, that upon receipt of written notice from Pledgee
of an Event of Default by Pledgor hereunder, to assign, set over, transfer,
distribute, pay and deliver any and all Collateral or said payments, proceeds
or products of the Collateral to Pledgee, at such address as Pledgee may
direct, at such time and in such manner as the Collateral and such payments,
proceeds and products of the Collateral would otherwise be distributed,
transferred, paid or delivered to Pledgor.  The respective obligors under the
agreements constituting the Collateral shall be entitled to conclusively rely
on such notice and make all such assignments and transfers of the Collateral
and all such payments with respect to the Collateral and pay all such proceeds
and products of the Collateral to Pledgee and shall have no liability to
Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

     5.   No Assumption.  Notwithstanding any of the foregoing, whether or not
an Event of Default shall have occurred, and whether or not Pledgee elects to
foreclose on its security interest in the Collateral as set forth herein,
neither the execution of this Agreement, receipt by Pledgee of any of Pledgor's
right, title and interest in and to the Collateral and the payments, proceeds
and products of the Collateral, now or hereafter due to Pledgor from any
obligor of the Collateral, nor Pledgee's foreclosure of its security interest
in the Collateral, shall in any way be deemed to obligate Pledgee to assume any
of Pledgor's obligations, duties or liabilities under the Collateral or any
agreements constituting the Collateral, as presently existing or as hereafter
amended, or under any and all other agreements now existing or hereafter
drafted or executed (collectively, the "Pledgor's Liabilities"), unless Pledgee
otherwise agrees to assume any or all of Pledgor's Liabilities in writing.  In
the event of foreclosure by Pledgee of its security interest in the Collateral,
Pledgor shall remain bound and obligated to perform the Pledgor's Liabilities
to the extent required under the Operating Agreement, and Pledgee shall not be
deemed to have assumed any of the Pledgor's Liabilities, except as provided in
the preceding sentence.  In the event the entity or person acquiring the
Collateral at a foreclosure sale elects to assume the Pledgor's Liabilities,
such assignee shall agree to be bound by the terms and provisions of the
applicable agreement.

     6.   Indemnification.  Pledgor hereby agrees to indemnify, defend and hold
Pledgee, its successors and assigns harmless from and against any and all
damages, losses, claims, costs or expenses (including without limitation,
reasonable attorneys' fees) and any other liabilities whatsoever that Pledgee
or its successors or assigns may incur by reason of Pledgor's failure to comply
with the terms and conditions of this Agreement or by reason of any unpermitted
assignment of Pledgor's right, title and interest in and to any or all of the
Collateral.

     7.   Representations, Warranties and Covenants.  In addition to the
representations made by Pledgor in the Operating Agreement, Pledgor makes the
following representations and warranties, and Pledgor covenants and agrees to
provide written notices to Pledgee within ten (10) days after Pledgor becomes
aware that any of the following is no longer true and correct and to perform
diligently all acts reasonably necessary to maintain or restore the truth and
correctness, in all material respects, of the following:

          a.   Pledgor acknowledges that the Operating Agreement and any other
     agreements constituting the Collateral, currently are in full force and
     effect and have not been amended or modified, except by Pledgor and
     Pledgee in writing.

          b.   Pledgor has the full right and title to its interest in the
     Collateral and has the full power, legal right and authority to pledge,
     convey, transfer and assign such interest.  None of the Collateral is
     subject to any existing assignment, claim, lien, pledge, transfer or other
     security interest of any character, or to any attachment, levy,
     garnishment or other judicial process or to any claim for set-off,
     counterclaim, deduction or discount.  Pledgor shall not, without the prior
     written consent of Pledgee, which consent may be granted or denied in
     Pledgee's sole discretion, further convey, transfer, set over or pledge to
     any party any of its interests in the Collateral.  Pledgor agrees to (i)
     warrant and defend its title to the Collateral and the security interest
     created by this Agreement against all claims of all persons, and (ii)
     maintain and preserve the Collateral and such security interests.

          c.   The pledge of the Collateral pursuant to this Agreement creates
     a valid first priority security interest in the Collateral, securing the
     performance of the Obligations, which security interest shall be perfected
     upon the filing of the UCC-1 Financing Statements referred to in Paragraph
     2 of this Agreement.
 
          d.   Pledgor's Social Security Number is: ###-##-####, and Pledgor's
     principal residence is located at One Dexter Street, Denver, Colorado
     80220.

          e.   Pledgor agrees that it shall not, without at least thirty (30)
     days' prior written notification to Pledgee, move or otherwise change its
     place of residence.

          f.   To the best knowledge of Pledgor, neither the execution and
     delivery of this Agreement by Pledgor nor the consummation of the
     transactions herein contemplated nor the fulfillment of the terms hereof
     (i) violate the terms of any agreement, indenture, mortgage, deed of
     trust, equipment lease, instrument or other document to which Pledgor is a
     party, or (ii) conflict with any law, order, rule or regulation applicable
     to Pledgor or any court or any government, regulatory body or
     administrative agency or other governmental body having jurisdiction over
     Pledgor or its properties, or (iii) result in or require the creation or
     imposition of any lien (other than the first priority lien of Pledgee in
     the Collateral contemplated hereby).

          g.   No consent or approval which has not been obtained prior to the
     date hereof of any other person or entity and no authorization, approval
     or other action by, and no notice to or filing with any governmental body,
     regulatory authority or securities exchange, was or is necessary as a
     condition to the validity of the pledge hereunder of the Collateral and
     such pledge is effective to vest in the Pledgee the rights of Pledgee in
     the Collateral as set forth herein. 

          h.   Pledgor shall comply in all material respects with all
     requirements of law applicable to the Collateral or any part thereof.

          i.   Pledgor shall pay and discharge all taxes, assessments and
     governmental charges or levies against any Collateral prior to delinquency
     thereof and shall keep all Collateral free of all unpaid charges
     whatsoever. 

     8.   Event of Default.  Each of the following shall constitute an Event of
Default hereunder:

          a.   A breach of any representation, warranty, covenant or obligation
     of Pledgor shall have occurred under the Operating Agreement and such
     breach shall not have been cured within any applicable grace period
     provided therein; or

          b.   Any warranty, representation or statement of the Pledgor in this
     Agreement proves to have been false in any material respect when made or
     furnished; or

          c.   There occurs the issuance of a writ, order of attachment or
     garnishment with respect to any of the Collateral and such writ, order of
     attachment or garnishment is not dismissed and removed within thirty (30)
     days thereafter; or

          d.   A material breach or violation of any covenant or agreement
     contained herein shall have occurred, which is not cured within thirty
     (30) days after notice has been given to Pledgor by Pledgee.

     Any Event of Default under this Agreement shall be an event of default by
Pledgor under the Operating Agreement.

     9.   Remedies.

          a.   Upon the occurrence of an Event of Default, Pledgee may by
giving notice of such Event of Default, at its option, do any one or more of
the following:

          (i) Take control of the Collateral and thereafter exercise all rights
          and powers of Pledgor with respect to the Collateral; and

          (ii) Without notice to or demand upon Pledgor, make such payments and
          do such acts as Pledgee may deem necessary to protect its security
          interest in the Collateral, including, without limitation, paying,
          purchasing, contesting or compromising any encumbrance, charge or
          lien which is prior to or superior to the security interest granted
          hereunder, and in exercising any such powers or authority to pay all
          expenses incurred in connection therewith; and

          (iii)  Require Pledgor to take all actions necessary to deliver such
          Collateral to Pledgee, or an agent or representative designated by
          Pledgee; and

          (iv)  Foreclose upon this Agreement as herein provided or in any
          commercially reasonable manner permitted by law, and exercise any and
          all of the rights and remedies conferred upon Pledgee by the
          Operating Agreement, or in any other document executed by Pledgor in
          connection with the Obligations secured hereby; and sell or cause to
          be sold the Collateral, without affecting in any way the rights or
          remedies to which Pledgee may be entitled under the other such
          instruments; and

          (v)  Sell or otherwise dispose of the Collateral at public sale,
          without having the Collateral at the place of sale, and upon terms
          and in such manner as is commercially reasonable; Pledgee may be a
          purchaser at any sale; and

          (vi)  Exercise any remedies of a secured party under the Uniform
          Commercial Code of the State of Colorado or any other applicable law;
          and

          (vii)  Exercise any remedies available to Pledgee under the Operating
          Agreement, including, but not limited to, the removal of the Pledgor
          as the Manager and a Member of the Limited Liability Company and
          exercise of any rights of offset in favor of Pledgee as the Manager
          and a Member of the Limited Liability Company; and

          (viii)  Notwithstanding anything to the contrary contained in this
          Agreement, at any time after an Event of Default Pledgee may, by
          delivering written notice to the Limited Liability Company and to
          Pledgor, succeed, or designate its nominee or designee to succeed, to
          all right, title and interest of Pledgor (including, without
          limitation, the right, if any, to vote on or take any action with
          respect to the matters of the Limited Liability Company) as the
          Manager and/or a Member of the Limited Liability Company in respect
          of the Collateral.  Pledgor hereby irrevocably authorizes and directs
          the Limited Liability Company on receipt of any such notice (a) to
          deem and treat Pledgee or such nominee or designee in all respects as
          the Manager and/or a Member (and not merely an assignee of the
          Manager and/or a Member) of such Limited Liability Company, entitled
          to exercise all the rights, powers and privileges (including the
          right to vote on or take any action with respect to Limited Liability
          Company matters pursuant to the Operating Agreement, to receive all
          distributions, to be credited with the capital account and to have
          all other rights, powers and privileges appertaining to the
          Collateral to which Pledgor would have been entitled had the
          Collateral not been transferred to Pledgee or such nominee or
          designee), and (b) to file amended Articles of Organization for such
          Limited Liability Company, if required, admitting Pledgee or such
          nominee or designee as the Manager and/or a Member of the Limited
          Liability Company in place of Pledgor; and

          (ix)  The rights granted to Pledgee under this Agreement are of a
          special, unique, unusual and extraordinary character.  The loss of
          any of such rights cannot be reasonably or adequately compensated by
          way of damages in any action at law, and any material breach by
          Pledgor of any of Pledgor's covenants, agreements, obligations
          representations or warranties under this Agreement will cause Pledgee
          irreparable injury and damage.  In the event of any such breach,
          Pledgee shall be entitled, as a matter of right, to injunctive relief
          or other equitable relief in any court of competent jurisdiction to
          prevent the violation or contravention of any of the provisions of
          this Agreement or to compel compliance with the terms of this
          Agreement by Pledgor.  Pledgee is absolutely and irrevocably
          authorized and empowered by Pledgor to demand specific performance of
          each of the covenants, agreements, representations and warranties of
          Pledgor in this Agreement.  Pledgor hereby irrevocably waives any
          defense based on the adequacy of any remedy at law which might
          otherwise be asserted by Pledgor as a bar to the remedy of specific
          performance in any action brought by Pledgee against Pledgor to
          enforce any of the covenants or agreements of Pledgor in this
          Agreement.

          b.   Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market,
Pledgee shall give Pledgor at least ten (10) days' prior written notice of the
time and place of any public sale of the Collateral subject to this Agreement
or other intended disposition thereof to be made. Such notice shall be
conclusively deemed to have been delivered to Pledgor at the address set forth
in subsection 7(d) of this Agreement, unless Pledgor shall notify Pledgee in
writing of any change of its place of residence and provide Pledgee with the
address of its new place of residence.

          c.   The proceeds of any sale under Subsections 9(a)(iv) and (v)
above shall be applied as follows:

          (i)  To the repayment of all reasonable costs and expenses of
          retaking, holding and preparing for the sale and the selling of the
          Collateral (including actual reasonable legal expenses and attorneys'
          fees) and the discharge of all assessments, encumbrances, charges or
          liens, if any, on the Collateral prior to the lien hereof (except any
          taxes, assessments, encumbrances, charges or liens subject to which
          such sale shall have been made);

          (ii)  To the payment of the whole amount, if any, of the Obligations,
          as and when the same become due; and

          (iii) The aggregate surplus, if any, shall be paid to Pledgor in a
          lump sum, without recourse to Pledgee, or as a court of competent
          jurisdiction may direct.

          d.   Pledgee shall have the right to enforce one or more remedies
under this Agreement and under the Operating Agreement, successively or
concurrently, and such action shall not operate to estop or prevent Pledgee
from pursuing any further remedy which it may have, and any repossession or
retaking or sale of the Collateral pursuant to the terms hereof shall not
operate to release Pledgor until full payment of any deficiency has been made
in cash.

          e.   PLEDGOR ACKNOWLEDGES THAT PLEDGEE MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ALL OR ANY PART OF THE COLLATERAL AND MAY BE COMPELLED TO RESORT
TO ONE OR MORE PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO WILL BE
OBLIGATED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL FOR ITS OWN
ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE
THEREOF.  PLEDGOR FURTHER ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY BE AT
PRICES AND ON TERMS LESS FAVORABLE THAN THOSE OF PUBLIC SALES, AND AGREES THAT
PROVIDED SUCH PRIVATE SALES ARE MADE IN A COMMERCIALLY REASONABLE MANNER,
PLEDGEE SHALL HAVE NO OBLIGATION TO DELAY SALE OF ANY COLLATERAL TO PERMIT THE
ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE SECURITIES ACT OF 1933. 
PLEDGOR AGREES THAT PLEDGEE SHALL BE PERMITTED TO TAKE SUCH ACTIONS AS PLEDGEE
DEEMS REASONABLY NECESSARY IN DISPOSING OF THE COLLATERAL TO AVOID CONDUCTING A
PUBLIC DISTRIBUTION OF SECURITIES IN VIOLATION OF THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE, AS NOW ENACTED OR AS THE SAME MAY IN THE
FUTURE BE AMENDED, PROVIDED THAT ANY SUCH ACTIONS SHALL BE COMMERCIALLY
REASONABLE.  IN ADDITION, PLEDGOR AGREES TO EXECUTE, FROM TIME TO TIME, ANY
AMENDMENT TO THIS AGREEMENT OR OTHER DOCUMENT AS PLEDGEE MAY REASONABLY REQUIRE
TO EVIDENCE THE ACKNOWLEDGEMENTS AND CONSENTS OF PLEDGOR SET FORTH IN THIS
SECTION.

     10.  Attorneys Fees.  Pledgor agrees to pay to Pledgee, without demand,
reasonable attorneys' fees and all reasonable costs and other reasonable
expenses which Pledgee expends or incurs in collecting any amounts payable by
Pledgor with respect to an Event of Default, hereunder or in enforcing this
Agreement against Pledgor whether or not suit is filed.

     11.  Further Documentation.  Pledgor hereby agrees to execute, from time
to time, one or more financing statements and such other instruments as may be
required to perfect the security interest created hereby, including any
continuation or amendments of such financing statements, and pay the cost of
filing or recording the same in the public records specified by Pledgee.

     12.  Waiver and Estoppel.  Pledgor represents and acknowledges that it
knowingly waives each and every one of the following rights, and agrees that it
will be estopped from asserting any argument to the contrary:  (a) any
promptness in making any claim or demand hereunder; (b) any defense that may
arise by reason of the incapacity, lack of authority, death or disability of
Pledgor; (c) any defense based upon an election of remedies by Pledgee which
destroys or otherwise impairs any or all of the Collateral; (d) the right of
Pledgor to proceed against Pledgee or any other person, for reimbursement; and
(e) all duty or obligation of the Pledgee to perfect, protect, retain or
enforce any security for the payment of amounts payable by Pledgor hereunder.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT SEVERALLY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM BROUGHT BY ANY PARTY TO THIS
AGREEMENT ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS
AGREEMENT.

     No delay or failure on the part of Pledgee in the exercise of any right or
remedy against Pledgor or any other party against whom Pledgee may have any
rights, shall operate as a waiver of any agreement or obligation contained
herein, and no single or partial exercise by Pledgee of any rights or remedies
hereunder shall preclude other or further exercise thereof or other exercise of
any other right or remedy whether contained in this Agreement or in any of the
other documents regarding the Obligations, including without limitation the
Operating Agreement.  No waiver of the rights of Pledgee hereunder or in
connection herewith and no release of Pledgor shall be effective unless
executed in writing by Pledgee. No actions of Pledgee permitted under this
Agreement shall in any way impair or affect the enforceability of any agreement
or obligation contained herein.

     13.  Independent Obligations.  The obligations of Pledgor are independent
of the obligations of any other party which may be initially or otherwise
responsible for performance or payment of the Obligations, and a separate
action or actions for payment, damages or performance may be brought and
prosecuted by Pledgee against Pledgor, individually, for the full amount of the
Obligations then due and payable, whether or not an action is brought against
any other party, whether or not Pledgee is involved in any proceedings and
whether or not Pledgee or Pledgor or any other person is joined in any action
or proceedings.

     14.  No Offset Rights of Pledgor.  No lawful act of commission or omission
of any kind or at any time upon the part of Pledgee shall in any way affect or
impair the rights of Pledgee to enforce any right, power or benefit under this
Agreement, and no set-off, recoupment, reduction or diminution of any
obligation which Pledgor has or may have against Pledgee or against any other
party shall be available against Pledgee in any suit or action brought by
Pledgee to enforce any right, power or benefit under this Agreement.

     15.  Power of Attorney.  Pledgor hereby appoints Pledgee as his attorney-
in-fact to execute and file, effective upon the occurrence of an Event of
Default, on his behalf any financing statements, continuation statements or
other documentation required to perfect or continue the security interest
created hereby.  This power, being coupled with an interest, shall be
irrevocable until all amounts secured hereby have been paid, satisfied and
discharged in full.  Pledgor acknowledges and agrees that the exercise by
Pledgee of its rights under this Section 15 will not be deemed a satisfaction
of the amounts owed Pledgee unless Pledgee so elects in writing.

     16.  GOVERNING LAW.  THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  SUCH PARTIES FURTHER AGREE
THAT IN THE EVENT OF DEFAULT, THIS AGREEMENT MAY BE ENFORCED IN THE DISTRICT
COURT IN AND FOR THE CITY AND COUNTY OF DENVER, STATE OF COLORADO AND THEY DO
HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURT REGARDLESS OF THEIR RESIDENCE
OR WHERE THIS AGREEMENT MAY BE EXECUTED.

     17.  Successors and Assigns.  All agreements, covenants, conditions and
provisions of this Agreement shall inure to the benefit of and be binding upon
the respective heirs, personal representatives, successors and assigns of the
parties hereto.

     18.  Notices.  Whenever any party hereto shall desire to, or be required
to, give or serve any notice, demand, request or other communication with
respect to this Agreement, each such notice, demand, request or communication
shall be in writing and shall be effective only if the same is delivered by
personal service (including, without limitation, courier or express service) or
mailed certified or registered mail, postage prepaid, return receipt requested,
or sent by telegram to the parties at the addresses shown throughout this
Agreement or such other addresses which the parties may provide to one another
in accordance herewith.  If notice is sent to Pledgee, a copy of such notice
shall also be given to Wayne H. Hykan, Esq., Brownstein Hyatt Farber &
Strickland, P.C., 410 17th Street, Suite 2222, Denver, Colorado 80202.  If
notice is sent to Pledgor, a copy of such notice shall also be given to Alan B.
Lottner, Esq., Haligman & Lottner, First Interstate Tower North, 633
Seventeenth Street, Suite 2700, Denver, Colorado 80202-3635.  Notices delivered
personally will be effective upon delivery to an authorized representative of
the party at the designated address; notices sent by mail in accordance with
the above paragraph will be effective upon execution of the Return Receipt
Requested.

     19.  Consent of Pledgor.  Pledgor consents to the exercise by Pledgee of
any rights of Pledgor in accordance with the provisions of this Agreement.

     20.  Severability.  Every provision of this Agreement is intended to be
severable.  In the event any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the legality or validity of the
balance of the terms and provisions hereof, which terms and provisions shall
remain binding and enforceable.

     21.  Amendment.  This Agreement may be modified or rescinded only by a
writing expressly relating to this Agreement and signed by all of the parties.

     22.  Termination.  This Agreement shall terminate, and shall be of no
further force or effect, upon the earlier to occur of the following: (i) full
payment and performance of the Obligations of the Pledgor, (ii) acquisition by
Pledgor or an affiliate of Pledgor of 100% ownership interest in the Limited
Liability Company, or (iii)  upon the mutual consent of Pledgor and Pledgee.

     23.  Certain Matters With Respect to Pledgee.  This Agreement and all
documents, agreements, understandings and arrangements relating to this
transaction have been executed by the undersigned on behalf of Pledgee in
his/her capacity as an officer or director of Pledgee, and not individually,
and neither the directors, officers or shareholders of Pledgee shall be bound
by or have any personal liability hereunder or thereunder.  The parties to this
Agreement shall look solely to the assets of Pledgee for satisfaction of any
liability of Pledgee in respect of this Agreement and all documents,
agreements, understandings and arrangements relating to this transaction and
will not seek recourse or commence any action against any of the directors,
officers or shareholders of Pledgee or any of their personal assets for the
performance or payment of any obligation hereunder or thereunder. The foregoing
shall also apply to all and any future documents, agreements, understandings,
arrangements and transactions between the parties hereto with respect to the
Collateral or this Agreement.

                           [SIGNATURE PAGE FOLLOWS]<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                    PLEDGOR:                                                   
                                   ---------------------------------------
                                   Al Feld


                    PLEDGEE:       WELLSFORD PARK HIGHLANDS CORP., a Colorado
                                   corporation


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

STATE OF ____________    )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this __ day of
__________________, 1997, by Al Feld.

     WITNESS my hand and official seal.

     My commission expires:  ______________________________________.
     Address:


                                   ________________________________
     (SEAL)                        Notary Public

STATE OF ____________    )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this _____ day of
__________, 1997, by _________________________ as _______________ of Wellsford
Park Highlands Corp., a Colorado corporation.

     WITNESS my hand and official seal.

     My commission expires:  ______________________________________.
     Address:


                                   ________________________________
(SEAL)                             Notary Public
<PAGE>

                                  SCHEDULE A

                  CONSENT TO SECURITY INTEREST AND AGREEMENT 
                                OF THE MEMBERS
                      OF RED CANYON AT PALOMINO PARK LLC,
                     a Colorado Limited Liability Company

     The undersigned, being all the members of RED CANYON AT PALOMINO PARK LLC,
a Colorado limited liability company (the "Limited Liability Company") hereby
represent and certify to Wellsford Park Highlands Corp., a Colorado corporation
(the "Secured Party") as follows:

     1.   The Limited Liability Company has received notice from the Secured
Party that the Secured Party has a security interest in the following
collateral ("Collateral") registered to Al Feld (the "Debtor"): 

               (i)  All of the right, title and interest of the Debtor in the
          Limited Liability Company, whether now owned or hereafter acquired,
          including, without limitation, the Debtor's Interest (as defined in
          the Operating Agreement) in the Limited Liability Company and its
          right to receive payments, fees, distributions and allocations under
          or in connection with the Operating Agreement (whether as Member or
          as Manager), as such Operating Agreement may be modified or extended
          from time to time with the consent of the Secured Party; and

               (ii)  All proceeds, whether cash proceeds or noncash proceeds,
          and products of any and all of the foregoing.

     2.   Other than the notice from the Secured Party referred to above, the
Limited Liability Company has not received any notice from any entity or person
claiming an adverse claim against, lien on or security interest in the
Collateral.

     3.   The security interest of the Secured Party referred to above was duly
registered in the books and records of the Limited Liability Company effective
April 17, 1996.

     4.   Interests in the Limited Liability Company, whether as Member or as
Manager, are not represented in any certificate, instrument or document, and
such interest may be assigned, transferred or pledged without the party
receiving such assignment, transfer or pledge taking physical possession of any
certificate, instrument or document.

     The Members hereby consent to the execution and delivery of the Pledge and
Security Agreement by the Debtor and agree hereby to be bound by Section 4
thereof to assign, set over, transfer, distribute, pay and deliver the
Collateral and any and all payments, proceeds or products due to Debtor under
the Collateral to the Secured Party.

     The Members hereby consent to the admission of the Secured Party (or its
nominee, designee or any person acquiring its interest under the Pledge and
Security Agreement), as a Manager of the Limited Liability Company upon receipt
of notice by the Secured Party of an Event of Default by the Debtor thereunder,
and (ii) that the Secured Party or such nominees, designees or persons
acquiring the Secured Party's interest thereunder shall not be deemed to have
assumed any of Debtor's liability by virtue of such admission as the Manager of
the Limited Liability Company.  

     This Agreement and all documents, agreements, understandings and
arrangements relating to this transaction have been executed by the undersigned
on behalf of the Secured Party in his/her capacity as an officer or trustee of
the Secured Party, and not individually, and neither the directors, officers or
shareholders of the Secured Party shall be bound by or have any personal
liability hereunder or thereunder.  The parties to this Agreement shall look
solely to the assets of the Secured Party for satisfaction of any liability of
the Secured Party in respect of this Agreement and all documents, agreements,
understandings and arrangements relating to this transaction and will not seek
recourse or commence any action against any of the directors, officers or
shareholders of the Secured Party or any of their personal assets for the
performance or payment of any obligation hereunder or thereunder.  The
foregoing shall also apply to all and any future documents, agreements,
understandings, arrangements and transactions between the parties hereto with
respect to the Collateral or this Agreement.

     EXECUTED as of the date set forth above.
 
          MEMBERS:            WELLSFORD PARK HIGHLANDS CORP., a Colorado
                              corporation


                              By:__________________________________
                                   Name:___________________________
                                   Title:__________________________


                              _____________________________________
                              AL FELD, an individual


AGREED TO AND CONCURRED:

SOLE MANAGER

_______________________________
AL FELD
<PAGE>

                                   EXHIBIT M

                         PLEDGE AND SECURITY AGREEMENT


          THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of
the 17th day of April, 1996, by WELLSFORD PARK HIGHLANDS CORP., a Colorado
corporation, having an office at 370 Seventeenth Street, Suite 3100, Denver,
Colorado  80202 ("Pledgor"), for the benefit of AL FELD, an individual, having
an address of 4600 South Ulster Street, Suite 350, Denver, Colorado 80237
("Pledgee").


                                   RECITALS

     A.   Pledgor is a Member of Red Canyon at Palomino Park LLC, a Colorado
limited liability company (the "Limited Liability Company"), which Limited
Liability Company is governed by its Operating Agreement dated as of April 17,
1996 (the "Operating Agreement"), by and between Pledgor and Pledgee.

     B.   Pledgee also is a Member, as well as the Manager, in the Limited
Liability Company.

     C.   In order to secure the full payment and performance by Pledgor of all
of Pledgor's obligations under the Operating Agreement, as such Operating
Agreement may be now or hereafter amended, modified or restated (said
obligations under the Operating Agreement are hereinafter referred to as the
"Obligations"), Pledgor is entering into this Agreement for the benefit of
Pledgee.


                                   AGREEMENT

          NOW, THEREFORE, in consideration of the recitals, covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


     1.   Definitions.

          a.   "Collateral" shall mean:

               (i)  All of Pledgor's right, title and interest in the ownership
          interests of Pledgor in the Limited Liability Company, whether now
          owned or hereafter acquired, including, without limitation, its
          Interest (as defined in the Operating Agreement) in the Limited
          Liability Company, the right of Pledgor, if any, to any benefits to
          which Pledgor may be entitled pursuant to the Operating Agreement or
          the Colorado Limited Liability Company Act, Colo. Rev. Stat. Sections
          7-80-101 to 7-80-913, as amended from time to time (the "Act"), and
          Pledgor's right to receive payments, fees, distributions and
          allocations under or in connection with the Operating Agreement
          (whether as Member or as Manager), as such Operating Agreement may be
          modified or extended from time to time with the consent of the
          Pledgee; and

              (ii)  All proceeds, whether cash proceeds or noncash proceeds,
          and products of any and all of the foregoing.

          b.   "Event of Default" shall mean an event of default described in
Section 8 herein.


     2.   Pledge of Collateral and Grant of Security Interest. Pledgor does
hereby unconditionally and irrevocably assign, pledge, convey, transfer,
deliver, set over and grant unto Pledgee, its successors and assigns, as
security for Pledgor's complete and timely payment and performance of the
Obligations, a continuing first lien security interest under the Uniform
Commercial Code of the State of Colorado in the Collateral.  Pledgor hereby
further grants to Pledgee all rights in the Collateral as are available to a
secured party of such Collateral under the Uniform Commercial Code of the State
of Colorado (being the principal place of business of Pledgor) and,
concurrently herewith, shall deliver to Pledgee duly executed UCC-1 financing
statements suitable for filing in the State of Colorado with respect to the
Collateral.


     3.   Delivery to Pledgee.

          a.   Pledgor agrees to execute and to use its best efforts to cause
all other necessary parties, and any successors and assigns thereof, to execute
and deliver to Pledgee such other agreements, instruments and documentation as
Pledgee may reasonably request from time to time to effect the conveyance,
transfer, and grant to Pledgee of Pledgor's right, title and interest in and to
the Collateral as security for the Obligations.

          b.   Concurrently with the execution of this Agreement, Pledgor has
caused each of the Members of the Limited Liability Company, other than
Pledgee, to execute the Consent to Security Interest and Agreement in the form
attached hereto as Schedule A (the "Consent") evidencing the consent of the
Members to the assignment of Pledgor's Limited Liability Company interests and
their agreement to be bound by Section 4 of this Agreement.  Pledgor further
agrees to execute and to cause the other Members of the Limited Liability
Company to execute and deliver to Pledgee such other agreements, instruments
and documentation as Pledgee may reasonably request from time to time to
effectuate the conveyance, transfer, assignment and grant to Pledgee of all of
Pledgor's right, title and interest in and to the Collateral.


     4.   Proceeds and Products of the Collateral.

          a.   Notwithstanding any of the foregoing, unless and until there
occurs an Event of Default, Pledgee agrees to forbear from exercising his right
to receive all benefits pertaining to the Collateral (except as otherwise
permitted under the Operating Agreement), and Pledgor shall be permitted to
exercise all rights and to receive all benefits of the Collateral, including,
without limitation, the right to exercise all voting, approval, consent and
similar rights of Pledgor pertaining to the Collateral, payments due under,
proceeds, whether cash proceeds or noncash proceeds, and products of the
Collateral and to retain and enjoy the same.

          b.   Pledgor acknowledges and agrees with Pledgee, that unless
Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not
exercise any voting, approval, consent or other rights with respect to the
Collateral at any time after (i) the occurrence of an Event of Default and (ii)
receipt of notice from Pledgee instructing Pledgor not to exercise any such
voting, approval, consent or other rights with respect to the Collateral,
provided, however, that Pledgor shall exercise any such right it may have under
the agreements comprising the Collateral with respect to the business affairs
of the Limited Liability Company as is reasonably necessary to protect and
preserve the Collateral.
 
          c.   Upon or at any time after the occurrence of an Event of Default,
Pledgee, at his option to be exercised in his sole discretion by written notice
to Pledgor, may exercise all rights and remedies granted under this Agreement,
including, without limitation, the right to require the obligors under the
Collateral to make all payments due under and to pay all proceeds, whether cash
proceeds or noncash proceeds, and products of the Collateral to Pledgee.  Upon
the giving of any such notice, the security constituted by this Agreement shall
become immediately enforceable by Pledgee, without any presentment, further
demand, protest or other notice of any kind, all of which are hereby expressly
and irrevocably waived by Pledgor.  Pledgor hereby authorizes and directs each
respective obligor under the agreements constituting the Collateral, that upon
receipt of written notice from Pledgee of an Event of Default by Pledgor
hereunder, to assign, set over, transfer, distribute, pay and deliver any and
all Collateral or said payments, proceeds or products of the Collateral to
Pledgee, at such address as Pledgee may direct, at such time and in such manner
as the Collateral and such payments, proceeds and products of the Collateral
would otherwise be distributed, transferred, paid or delivered to Pledgor.  The
respective obligors under the agreements constituting the Collateral shall be
entitled to conclusively rely on such notice and make all such assignments and
transfers of the Collateral and all such payments with respect to the
Collateral and pay all such proceeds and products of the Collateral to Pledgee
and shall have no liability to Pledgor for any loss or damage Pledgor may incur
by reason of said reliance.


     5.   No Assumption.  Notwithstanding any of the foregoing, whether or not
an Event of Default shall have occurred, and whether or not Pledgee elects to
foreclose on his security interest in the Collateral as set forth herein,
neither the execution of this Agreement, receipt by Pledgee of any of Pledgor's
right, title and interest in and to the Collateral and the payments, proceeds
and products of the Collateral, now or hereafter due to Pledgor from any
obligor of the Collateral, nor Pledgee's foreclosure of his security interest
in the Collateral, shall in any way be deemed to obligate Pledgee to assume any
of Pledgor's obligations, duties or liabilities under the Collateral or any
agreements constituting the Collateral, as presently existing or as hereafter
amended, or under any and all other agreements now existing or hereafter
drafted or executed (collectively, the "Pledgor's Liabilities"), unless Pledgee
otherwise agrees to assume any or all of the Pledgor's Liabilities in writing. 
In the event of foreclosure by Pledgee of his security interest in the
Collateral, Pledgor shall remain bound and obligated to perform the Pledgor's
Liabilities to the extent required under the Operating Agreement and Pledgee
shall not be deemed to have assumed any of the Pledgor's Liabilities, except as
provided in the preceding sentence.  In the event the entity or person
acquiring the Collateral at a foreclosure sale elects to assume the Pledgor's
Liabilities, such assignee shall agree to be bound by the terms and provisions
of the applicable agreement.


     6.   Indemnification.  Pledgor hereby agrees to indemnify, defend and hold
Pledgee, his successors and assigns harmless from and against any and all
damages, losses, claims, costs or expenses (including without limitation,
reasonable attorneys' fees) and any other liabilities whatsoever that Pledgee
or his successors or assigns may incur by reason of Pledgor's failure to comply
with the terms and conditions of this Agreement or by reason of any unpermitted
assignment of Pledgor's right, title and interest in and to any or all of the
Collateral.


     7.   Representations, Warranties and Covenants.  In addition to the
representations made by Pledgor in the Operating Agreement, if any, Pledgor
makes the following representations and warranties, which shall be deemed to be
continuing representations and warranties, and Pledgor covenants and agrees to
provide written notice to Pledgee within ten (10) days after Pledgor becomes
aware that any of the following is no longer true and correct and to perform
diligently all acts reasonably necessary to maintain or restore the truth and
correctness, in all material respects, of the following:

          a.   Pledgor acknowledges that the Operating Agreement and any other
agreements constituting the Collateral, currently are in full force and effect
and have not been amended or modified, except by Pledgor and Pledgee in
writing.

          b.   Pledgor has the full right and title to its interest in the
Collateral and has the full power, legal right and authority to pledge, convey,
transfer and assign such interest.  None of the Collateral is subject to any
existing assignment, claim, lien, pledge, transfer or other security interest
of any character, or to any attachment, levy, garnishment or other judicial
process or to any claim for set-off, counterclaim, deduction or discount. 
Pledgor shall not, without the prior written consent of Pledgee, which consent
may be granted or denied in Pledgee's sole discretion, further convey,
transfer, set over or pledge to any party any of its interests in the
Collateral.  Pledgor agrees to (i) warrant and defend its title to the
Collateral and the security interest created by this Agreement against all
claims of all persons, and (ii) maintain and preserve the Collateral and such
security interests.

          c.   The pledge of the Collateral pursuant to this Agreement creates
a valid first priority security interest in the Collateral, securing the
performance of the Obligations, which security interest shall be perfected upon
the filing of the UCC-1 Financing Statements referred to in Paragraph 2 of this
Agreement.

          d.   Pledgor's Employer Identification number is:  84-1305872. 
Pledgor's principal place of business is located at:  370 Seventeenth Street,
Suite 3100, Denver, Colorado  80202.

          e.   Pledgor agrees that it shall not, without at least thirty (30)
days' prior written notification to Pledgee, move or otherwise change its
principal place of business.

          f.   To the best knowledge of Pledgor, neither the execution and
delivery of this Agreement by Pledgor nor the consummation of the transactions
herein contemplated nor the fulfillment of the terms hereof (i) violate the
terms of any agreement, indenture, mortgage, deed of trust, equipment lease,
instrument or other document to which Pledgor is a party, or (ii) conflict with
any law, order, rule or regulation applicable to Pledgor or any court or any
government, regulatory body or administrative agency or other governmental body
having jurisdiction over Pledgor or its properties, or (iii) result in or
require the creation or imposition of any lien (other than the first priority
lien of Pledgee in the Collateral contemplated hereby).

          g.   No consent or approval which has not been obtained prior to the
date hereof of any other person or entity and no authorization, approval or
other action by, and no notice to or filing with any governmental body,
regulatory authority or securities exchange, was or is necessary as a condition
to the validity of the pledge hereunder of the Collateral and such pledge is
effective to vest in the Pledgee the rights of the Pledgee in the Collateral as
set forth herein.

          h.   Pledgor shall comply in all material respects with all
requirements of law applicable to the Collateral or any part thereof.

         i.    Pledgor shall pay and discharge all taxes, assessments and
governmental charges or levies against any Collateral prior to delinquency
thereof and shall keep all Collateral free of all unpaid charges whatsoever.


     8.   Event of Default.  Each of the following shall constitute an Event of
Default hereunder:

          a.   A failure of Pledgor to make a Capital Contribution pursuant to
the Operating Agreement within thirty (30) days of receipt by Pledgor of
written demand from Pledgee, provided that the fact that such amount is due and
payable is not in dispute, or that any dispute has been finally determined by a
court having jurisdiction or through another means that is mutually acceptable
to Pledgor and Pledgee; or

          b.   Any warranty, representation or statement of Pledgor in this
Agreement proves to have been false in any material respect when made or
furnished; or

          c.   There occurs the issuance of a writ, order of attachment or
garnishment with respect to any of the Collateral and such writ, order of
attachment or garnishment is not dismissed and removed within thirty (30) days
thereafter.

          d.   A material breach or violation of any covenant or agreement
contained herein shall have occurred, which is not cured within thirty (30)
days after notice has been given to Pledgor by Pledgee.

     Any Event of Default under this Agreement shall be an event of default by
Pledgor under the Operating Agreement.


     9.   Remedies.

          a.   Upon the occurrence of an Event of Default, Pledgee may, by
giving notice of such Event of Default, at his option, do any one or more of
the following:

               (i)  Take control of the Collateral, collect, and thereafter
          exercise all rights and powers of Pledgor with respect to the
          Collateral; and

               (ii) Without notice to or demand upon Pledgor, make such
          payments and do such acts as Pledgee may deem necessary to protect
          his security interest in the Collateral, including, without
          limitation, paying, purchasing, contesting or compromising any
          encumbrance, charge or lien which is prior to or superior to the
          security interest granted hereunder, and in exercising any such
          powers or authority to pay all expenses incurred in connection
          therewith; and

               (iii)     Require Pledgor to take all actions necessary to
          deliver such Collateral to Pledgee, or an agent or representative
          designated by Pledgee; and

               (iv) Foreclose upon this Agreement as herein provided or in any
          commercially reasonable manner permitted by law, and exercise any and
          all of the rights and remedies conferred upon Pledgee by the
          Operating Agreement, or in any other document executed by Pledgor in
          connection with the Obligations secured hereby; and sell or cause to
          be sold the Collateral, without affecting in any way the rights or
          remedies to which Pledgee may be entitled under the other such
          instruments; and

               (v)  Sell or otherwise dispose of the Collateral at public sale,
          without having the Collateral at the place of sale, and upon terms
          and in such manner as is commercially reasonable; Pledgee may be a
          purchaser at any sale; and

               (vi) Exercise any remedies of a secured party under the Uniform
          Commercial Code of the State of Colorado or any other applicable law;
          and

               (vii)     Exercise any remedies available to Pledgee under the
          Operating Agreement; and

               (viii)    Notwithstanding anything to the contrary contained in
          this Agreement, at any time after an Event of Default Pledgee may, by
          delivering written notice to the Limited Liability Company and to
          Pledgor, succeed, or designate its nominee or designee to succeed, to
          all right, title and interest of Pledgor (including, without
          limitation, the right, if any, to vote on or take any action with
          respect to the matters of the Limited Liability Company) as a Member
          of the Limited Liability Company in respect of the Collateral. 
          Pledgor hereby irrevocably authorizes and directs the Limited
          Liability Company on receipt of any such notice (a) to deem and treat
          Pledgee or such nominee or designee in all respects as a Member (and
          not merely an assignee of a Member) of such Limited Liability
          Company, entitled to exercise all the rights, powers and privileges
          (including the right to vote on or take any action with respect to
          Limited Liability Company matters pursuant to the Operating
          Agreement, to receive all distributions, to be credited with the
          capital account and to have all other rights, powers and privileges
          appertaining to the Collateral to which Pledgor would have been
          entitled had the Collateral not been transferred to Pledgee or such
          nominee or designee), and (b) to file amended Articles of
          Organization for such Limited Liability Company, if required,
          admitting Pledgee or such nominee or designee as a Member of the
          Limited Liability Company in place of Pledgor; and

               (ix) The rights granted to Pledgee under this Agreement are of a
          special, unique, unusual and extraordinary character.  The loss of
          any of such rights cannot be reasonably or adequately compensated by
          way of damages in any action at law, and any material breach by
          Pledgor of any of Pledgor's covenants, agreements, obligations,
          representations or warranties under this Agreement will cause Pledgee
          irreparable injury and damage.  In the event of any such breach,
          Pledgee shall be entitled, as a matter of right, to injunctive relief
          or other equitable relief in any court of competent jurisdiction to
          prevent the violation or contravention of any of the provisions of
          this Agreement or to compel compliance with the terms of this
          Agreement by Pledgor.  Pledgee is absolutely and irrevocably
          authorized and empowered by Pledgor to demand specific performance of
          each of the covenants, agreements, representations and warranties of
          Pledgor in this Agreement.  Pledgor hereby irrevocably waives any
          defense based on the adequacy of any remedy at law which might
          otherwise be asserted by Pledgor as a bar to the remedy of specific
          performance in any action brought by Pledgee against Pledgor to
          enforce any of the covenants or agreements of Pledgor in this
          Agreement.

          b.   Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market,
Pledgee shall give Pledgor at least ten (10) days' prior written notice of the
time and place of any public sale of the Collateral subject to this Agreement
or other intended disposition thereof to be made.  Such notice shall be
conclusively deemed to have been delivered to Pledgor at the address set forth
in subsection 7(d) of this Agreement, unless Pledgor shall notify Pledgee in
writing of any change of its principal place of business and provide Pledgee
with the address of its new place of business.

          c.   The proceeds of any sale under subsections 9(a)(iv) and (v)
above shall be applied as follows:

               (i)  To the repayment of all reasonable costs and expenses of
          retaking, holding and preparing for the sale and the selling of the
          Collateral (including actual reasonable legal expenses and attorneys'
          fees) and the discharge of all assessments, encumbrances, charges or
          liens, if any, on the Collateral prior to the lien hereof (except any
          taxes, assessments, encumbrances, charges or liens subject to which
          such sale shall have been made);

               (ii) To the payment of the whole amount, if any, of the
          Obligations, as and when the same become due; and

               (iii)     The aggregate surplus, if any, shall be paid to
          Pledgor in a lump sum, without recourse to Pledgee, or as a court of
          competent jurisdiction may direct.

          d.   Pledgee shall have the right to enforce one or more remedies
under this Agreement and under the Operating Agreement, successively or
concurrently, and such action shall not operate to estop or prevent Pledgee
from pursuing any further remedy which he may have, and any repossession or
retaking or sale of the Collateral pursuant to the terms hereof shall not
operate to release Pledgor until full payment of any deficiency has been made
in cash.

          e.   PLEDGOR ACKNOWLEDGES THAT PLEDGEE MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ALL OR ANY PART OF THE COLLATERAL AND MAY BE COMPELLED TO RESORT
TO ONE OR MORE PRIVATE SALES TO A RESTRICTED GROUP OF PURCHASERS WHO WILL BE
OBLIGATED TO AGREE, AMONG OTHER THINGS, TO ACQUIRE THE COLLATERAL FOR THEIR OWN
ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE
THEREOF.  PLEDGOR FURTHER ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY BE AT
PRICES AND ON TERMS LESS FAVORABLE THAN THOSE OF PUBLIC SALES, AND AGREES THAT
PROVIDED SUCH PRIVATE SALES ARE MADE IN A COMMERCIALLY REASONABLE MANNER,
PLEDGEE SHALL HAVE NO OBLIGATION TO DELAY SALE OF ANY COLLATERAL TO PERMIT THE
ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE SECURITIES ACT OF 1933. 
PLEDGOR AGREES THAT PLEDGEE SHALL BE PERMITTED TO TAKE SUCH ACTIONS AS PLEDGEE
DEEMS REASONABLY NECESSARY IN DISPOSING OF THE COLLATERAL TO AVOID CONDUCTING A
PUBLIC DISTRIBUTION OF SECURITIES IN VIOLATION OF THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE, AS NOW ENACTED OR AS THE SAME MAY IN THE
FUTURE BE AMENDED, PROVIDED THAT ANY SUCH ACTIONS SHALL BE COMMERCIALLY
REASONABLE.  IN ADDITION, PLEDGOR AGREES TO EXECUTE, FROM TIME TO TIME, ANY
AMENDMENT TO THIS AGREEMENT OR OTHER DOCUMENT AS PLEDGEE MAY REASONABLY REQUIRE
TO EVIDENCE THE ACKNOWLEDGEMENTS AND CONSENTS OF PLEDGOR SET FORTH IN THIS
SECTION.


     10.  Attorneys Fees.  Pledgor agrees to pay to Pledgee, without demand,
reasonable attorneys' fees and all reasonable costs and other reasonable
expenses which Pledgee expends or incurs in collecting any amounts payable by
Pledgor with respect to an Event of Default hereunder or in enforcing this
Agreement against Pledgor, whether or not suit is filed.


     11.  Further Documentation.  Pledgor hereby agrees to execute, from time
to time, one or more financing statements and such other instruments as may be
required to perfect the security interest created hereby, including any
continuation or amendments of such financing statements, and pay the cost of
filing or recording the same in the public records specified by Pledgee.


     12.  Waiver and Estoppel.  Pledgor represents and acknowledges that it
knowingly waives each and every one of the following rights, and agrees that it
will be estopped from asserting any argument to the contrary:  (a) any
promptness in making any claim or demand hereunder; (b) any defense that may
arise by reason of the incapacity or lack of authority of Pledgor; (c) any
defense based upon an election of remedies by Pledgee which destroys or
otherwise impairs any or all of the Collateral; (d) the right of Pledgor to
proceed against Pledgee or any other person for reimbursement; and (e) all duty
or obligation of Pledgee to perfect, protect, retain or enforce any security
for the payment of amounts payable by Pledgor hereunder.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT SEVERALLY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM BROUGHT BY ANY PARTY TO THIS
AGREEMENT ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS
AGREEMENT.

     No delay or failure on the part of Pledgee in the exercise of any right or
remedy against Pledgor or any other party against whom Pledgee may have any
rights, shall operate as a waiver of any agreement or obligation contained
herein, and no single or partial exercise by Pledgee of any rights or remedies
hereunder shall preclude other or further exercise thereof or other exercise of
any other right or remedy whether contained in this Agreement or in any of the
other documents regarding the Obligations, including without limitation the
Operating Agreement.  No waiver of the rights of Pledgee hereunder or in
connection herewith and no release of Pledgor shall be effective unless in
writing executed by Pledgee.  No actions of Pledgee permitted under this
Agreement shall in any way impair or affect the enforceability of any agreement
or obligation contained herein.


     13.  Independent Obligations.  The obligations of Pledgor are independent
of the obligations of any other party which may be initially or otherwise
responsible for performance or payment of the Obligations, and a separate
action or actions for payment, damages or performance may be brought and
prosecuted by Pledgee against Pledgor, individually, for the full amount of the
Obligations then due and payable, whether or not an action is brought against
any other party, whether or not Pledgee is involved in any proceedings and
whether or not Pledgee or Pledgor or any other person is joined in any action
or proceedings.


     14.  Lawful Acts of Pledgee.  No lawful act of commission or omission of
any kind or at any time upon the part of Pledgee shall in any way affect or
impair the rights of Pledgee to enforce any right, power or benefit under this
Agreement.


     15.  Power of Attorney.  Pledgor hereby appoints Pledgee as its attorney-
in-fact to execute and file, effective upon the occurrence of an Event of
Default, on its behalf any financing statements, continuation statements or
other documentation required to perfect or continue the security interest
created hereby.  This power, being coupled with an interest, shall be
irrevocable until all amounts secured hereby have been paid, satisfied and
discharged in full.  Pledgor acknowledges and agrees that the exercise by
Pledgee of his rights under this Section 15 will not be deemed a satisfaction
of the amounts owed Pledgee unless Pledgee so elects in writing.


     16.  GOVERNING LAW.  THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  SUCH PARTIES FURTHER AGREE
THAT IN THE EVENT OF DEFAULT, THIS AGREEMENT MAY BE ENFORCED IN THE DISTRICT
COURT IN AND FOR THE CITY AND COUNTY OF DENVER, STATE OF COLORADO AND THEY DO
HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURT REGARDLESS OF THEIR RESIDENCE
OR WHERE THIS AGREEMENT MAY BE EXECUTED.


     17.  Successors and Assigns.  All agreements, covenants, conditions and
provisions of this Agreement shall inure to the benefit of and be binding upon
the respective heirs, personal representatives, successors and assigns of the
parties hereto.


     18.  Notices.  Whenever any party hereto shall desire to, or be required
to, give or serve any notice, demand, request or other communication with
respect to this Agreement, each such notice, demand, request or communication
shall be in writing and shall be effective only if the same is delivered by
personal service (including, without limitation, courier or express service) or
mailed certified or registered mail, postage prepaid, return receipt requested,
or sent by telegram to the parties at the addresses shown throughout this
Agreement or such other addresses which the parties may provide to one another
in accordance herewith.  If notice is sent to Pledgor, a copy of such notice
shall also be given to Wayne H. Hykan, Esq., Brownstein Hyatt Farber &
Strickland, P.C., 410 17th Street, Suite 2222, Denver, Colorado 80202.  If
notice is sent to Pledgee, a copy of such notice shall also be given to Alan B.
Lottner, Esq., Haligman & Lottner, PC, 633  17th Street, Suite 2700, Denver,
Colorado 80202.  Notices delivered personally will be effective upon delivery
to an authorized representative of the party at the designated address; notices
sent by mail in accordance with the above paragraph will be effective upon
execution of the Return Receipt Requested.


     19.  Consent of Pledgor.  Pledgor consents to the exercise by Pledgee of
any rights of Pledgor in accordance with the provisions of this Agreement.


     20.  Severability.  Every provision of this Agreement is intended to be
severable.  In the event any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the legality or validity of the
balance of the terms and provisions hereof, which terms and provisions shall
remain binding and enforceable.


     21.  Amendment.  This Agreement may be modified or rescinded only by a
writing expressly relating to this Agreement and signed by all of the parties.


     22.  Limitation of Liability.  No officer, director or shareholder of
Pledgor shall be bound by or have any personal liability hereunder or under any
documents, agreements, understandings or arrangements relating to this
transaction.  The parties to this Agreement shall look solely to the assets of
Pledgor for satisfaction of any liability of Pledgor in respect of this
Agreement and all documents, agreements, understandings and arrangements
relating to this transaction and will not seek recourse or commence action
against any of the directors, officers or shareholders of Pledgor or any of
their personal assets for the performance or payment of any obligation
hereunder or thereunder.  The foregoing shall also apply to all and any future
documents, agreements, understandings, arrangements and transactions between
the parties hereto with respect to the Obligations, the Collateral or this
Agreement.


     23.  Termination.  This Agreement shall terminate, and shall be of no
further force or effect, upon the earlier to occur of the following:  (i) full
payment and performance of the Obligations of Pledgor, (ii) acquisition by
Pledgor or an affiliate of Pledgor of 100% ownership interest in the Limited
Liability Company, or (iii) upon the mutual consent of Pledgor and Pledgee.










                           [SIGNATURE PAGE FOLLOWS]
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                         PLEDGOR:  WELLSFORD PARK HIGHLANDS CORP., a Colorado
                                   corporation


                                   By:__________________________________
                                      Name:_____________________________
                                      Title:____________________________


                         PLEDGEE:  _____________________________________
                                   Al Feld


STATE OF ____________    )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this ____ day of
_______________, 1997, by _________________________ as _______________ of
Wellsford Park Highlands Corp., a Colorado corporation.

     WITNESS my hand and official seal.

     My commission expires:  ___________________________________.
     Address:

                              ________________________________
     (SEAL)                        Notary Public




STATE OF COLORADO        )
                         ) ss.
COUNTY OF ___________    )

     The foregoing instrument was acknowledged before me this __ day of
__________, 1997, by Al Feld.

     WITNESS my hand and official seal.

     My commission expires:  _____________________________________.
     Address:


                                   ________________________________
     (SEAL)                        Notary Public
<PAGE>

                                  SCHEDULE A

                  CONSENT TO SECURITY INTEREST AND AGREEMENT 
                                OF THE MEMBERS
                      OF RED CANYON AT PALOMINO PARK LLC,
                     a Colorado Limited Liability Company

     The undersigned, being all the members of RED CANYON AT PALOMINO PARK LLC,
a Colorado limited liability company (the "Limited Liability Company") hereby
represent and certify to Al Feld, an individual having an address at 4600 South
Ulster Street, Suite 350, Denver, Colorado  80237 (the "Secured Party") as
follows:

     1.   The Limited Liability Company has received notice from the Secured
Party that the Secured Party has a security interest in the following
collateral (the "Collateral") registered to Wellsford Park Highlands Corp., a
Colorado corporation (the "Debtor"): 

               (i)  All of the right, title and interest of the Debtor in the
          Limited Liability Company, whether now owned or hereafter acquired,
          including, without limitation, the Debtor's Interest (as defined in
          the Operating Agreement) in the Limited Liability Company and its
          right to receive payments and distributions from the Limited
          Liability Company and allocations under or in connection with the
          Operating Agreement, as such Operating Agreement may be modified or
          extended from time to time with the written consent of the Secured
          Party; and

              (ii)  All proceeds, whether cash proceeds or noncash proceeds,
          and products of any and all of the foregoing.

     2.   Other than the notice from the Secured Party referred to above, the
Limited Liability Company has not received any notice from any entity or person
claiming an adverse claim against, lien on or security interest in the
Collateral.

     3.   The security interest of the Secured Party referred to above was duly
registered in the books and records of the Limited Liability Company effective
April 17, 1996.

     4.   Interests in the Limited Liability Company are not represented in any
certificate, instrument or document, and such Interests may be assigned,
transferred or pledged without the party receiving such assignment, transfer or
pledge taking physical possession of any certificate, instrument or document.

     5.   The Members hereby consent to the execution and delivery of that
certain the Pledge and Security Agreement by the Debtor and agree hereby to be
bound by Section 4 thereof to assign, set over, transfer, distribute, pay and
deliver the Collateral and any and all payments, proceeds or products due to
the Debtor under the Collateral to the Secured Party.

     This agreement and all documents, agreements, understandings and
arrangements relating to this transaction have been executed by the undersigned
on behalf of Wellsford Park Highlands Corp., a Colorado corporation ("WPHC") in
his/her capacity as an officer or director of WPHC, and not individually, and
neither the directors, officers or shareholders of WPHC shall be bound by or
have any personal liability hereunder or thereunder.  The parties to this
agreement shall look solely to the assets of WPHC for satisfaction of any
liability of WPHC in respect of this agreement and all documents, agreements,
understandings and arrangements relating to this transaction and will not seek
recourse or commence any action against any of the directors, officers or
shareholders of WPHC or any of their personal assets for the performance or
payment of any obligation hereunder or thereunder.  The foregoing shall also
apply to all and any future documents, agreements, understandings, arrangements
and transactions between the parties hereto with respect to the Collateral or
this Agreement.

     EXECUTED as of the date set forth above.
 
               MEMBERS:       WELLSFORD PARK HIGHLANDS CORP., a  
                              Colorado corporation


                              By:__________________________________
                                  Name:____________________________
                                 Title:____________________________
 
                              
                              _____________________________________
                              AL FELD, an individual


AGREED TO AND CONCURRED:

SOLE MANAGER

________________________________
Al Feld
<PAGE>

                                   EXHIBIT N

                           PLANS AND SPECIFICATIONS
<PAGE>

                                   EXHIBIT O

                             FINAL PROJECT BUDGET
<PAGE>

                                   EXHIBIT P

                 CALCULATION AND PAYMENT OF THE INCENTIVE FEE


     1.   Definitions.  The following definitions shall apply for the purpose
of calculation of the Incentive Fee:

          a.   "Cost Recovery" shall mean that (I) the sum of Disposition
Recovery, Land Recovery, and Ownership Recovery, exceeds (II) Infrastructure
Costs for any an all phases of the Infrastructure, plus interest on
Infrastructure Costs at an annual rate of nine percent, compounded monthly. 
Cost Recovery shall be determined on a calendar year basis; such determination
shall be made by March 31 of each year for the preceding calendar year.

          b.   "Disposition Recovery" shall mean (I) the sale proceeds net of
all costs of closing and brokerage costs received by the Company from a sale of
the Project by the Company, plus (II) the sale proceeds net of all costs of
closing and brokerage costs received from the sale of Future Projects by the
initial owner(s) of such Future Projects, minus (III) Total Development Costs
for the Project (if sold by the Company) and Total Development Costs for all
Future Projects (which have been sold).  

          c.   "Future Project" shall mean any apartment project constructed by
WPHC, WRPT or an Affiliate of them (provided that WPHC or WRPT directly or
indirectly owns 50% or more of such Affiliate), which project is constructed on
the Master Development Land.  "Future Project" shall not include, however, the
Project which is the subject of the Operating Agreement.

          d.   "Incentive Cap" shall mean the lesser of $1,957,447.00 or the
product of $4,255.32 and the number of apartment units actually constructed in
Phase I.  If subsequent phases are developed, each will have an Incentive Cap
based on the number of units in such phases and a per unit limit of $4,255,32. 
In no event shall the Incentive Cap for all phases exceed an aggregate of
$8,000,000.

          e.   "Land Recovery" shall mean (I) the amount(s) received by WPHC in
connection with the sale(s) of all or a portion of its interest in the Land
Contract or in the Master Development Land acquired by it pursuant to the Land
Contract, minus (II) the purchase price paid by the WPHC or its Affiliates for
such Master Development Land, plus all closing costs and incidental holding and
carrying costs at an assumed annual interest rate of nine percent (9%), and the
earnest money deposit in connection with the Land Contract unless and until
such earnest money deposit is applied against the purchase price of Master
Development Land.   Land Recovery shall not include any amounts received from
the sale of the Project or a Future Project.  

          f.   "Ownership Recovery" shall mean (I) the Project Value for the
Project and any Future Projects, minus (II) Total Development Costs for the
Project and all such Future Projects.  If the Project or a Future Project is
sold anytime during the calendar year preceding the date of determination of
Cost Recovery, such Project or Future Project shall not be included in the
calculation of Ownership Recovery for such calendar year.  

          g.   "Project NOI" shall mean the Net Operating Income for the
Project or a Future Project for the calendar year preceding the date of
determination of Cost Recovery.  

          h.   "Project Value" shall mean with respect to the Project or any
Future Project the Project NOI for such Project or Future Project divided by
ten percent (10.0%).

          i.   "Stabilized NOI" shall mean the Net Operating Income for Phase I
for the 12 month period following the Stabilization Date.  

          j.   "Stabilization Date" shall mean the first day of the month
following the date on which any one of the following shall have occurred:  (i)
93% occupancy in the operations of the Project at any point in time; (ii)
6 months after issuance of a certificate of occupancy for all of the apartments
comprising the Project; or (iii) forty-two (42) months after the Initial
Closing.

          k.   "Total Development Costs" with respect to the Project shall mean
Total Development Costs as set forth in the Operating Agreement, and with
respect to any Future Phase shall have an equivalent meaning.  Total
Development Costs does not include an allocation of Infrastructure Costs.

          l.   "Target Fee" shall mean an amount equal to 3% of Total
Development Costs (including any Cost Saving Fee paid to Feld).

          m.   "Yield" shall mean (i) Stabilized NOI, divided by (ii) the sum
of (A) Total Development Costs (including any Cost Saving Fee paid to Feld),
(B) the Incentive Fee, (C) the Infrastructure Costs allocable to the Project
(i.e. for Phase I, 24.26% of total Infrastructure Cost), and (D) interest at
9%, compounded monthly, on the pro rata share of the Infrastructure Cost.

     2.   Calculation of Incentive Fee.  The LLC's accountants shall calculate
the Incentive Fee promptly after they have sufficient information to accurately
calculate Stabilized NOI.  The Incentive Fee shall equal the following,
provided that in no event shall the Incentive Fee exceed the Incentive Cap:

          a.   If the Yield is 9% or less, the Incentive Fee shall equal zero;

          b.   If the Yield is greater than 9% and less than or equal to 10%,
then the Incentive Fee shall equal (A) the Target Fee, multiplied by (B) the
Yield minus 9%, multiplied by (C) 100.

          c.   If the Yield is greater than 10% and less than or equal to
11.5%, then the Incentive Fee shall equal the following:

          (i) the Target Fee, plus 

          (ii) (A) the Incentive Cap minus the Target Fee, multiplied by (B)
          the Yield minus 10%, divided by (C) 1.5, multiplied by (D) 100.  

          d.   If the Yield is greater than 11.5%, then the Incentive Fee shall
equal the Incentive Cap.  

     3.   Payment of Incentive Fee.       The Incentive Fee shall be deemed
earned at the time it is calculated but shall not be due or payable unless and
until Cost Recovery has occurred.  The Incentive Fee shall accrue simple
interest at 9% per annum from the date it is deemed earned until paid.  

     4.   Accelerated Payment of Incentive Fee.  Notwithstanding anything to
the contrary in this Exhibit C, if WPHC, in its sole discretion, causes the
Final Closing to occur more than thirty (30) days prior to the Outside Date,
then the Incentive Fee shall equal the Target Fee and the Company shall pay 50
percent of such Incentive Fee at the Final Closing and 50 percent of such
Incentive Fee within two years of the date of Final Closing.

     5.   Allocation of Infrastructure Costs.  The allocation of Infrastructure
Costs for purposes of the calculation of the Incentive Fee is solely for such
purpose and is distinct from and will not be modified by the actual allocation
of Infrastructure Costs per unit.
<PAGE>

                                   EXHIBIT Q

                EXERCISE OF CALL OPTION; ASSIGNMENT OF INTEREST
                               POWER OF ATTORNEY


     THIS ASSIGNMENT OF INTEREST (this "Assignment") is made and entered into
as of the ____ day of ______________ 19__, by and between Al Feld, an
individual ("Assignor"), and Wellsford Park Highlands Corp., a Colorado
corporation ("Assignee").

                                   RECITALS

     a.   Pursuant to that certain Operating Agreement (the "Operating
Agreement") of Red Canyon at Palomino Park LLC, a Colorado limited liability
company (the "Company") dated as of April 17, 1996, by and among Assignor and
Assignee, Assignee is the owner of an option (the "Call Option") to acquire the
ownership interest of Assignor in the Company as of the date hereof (including
the right of Assignor to receive any distributions related to any periods prior
to and including the date hereof), which ownership interest includes the right
of Assignor to any and all benefits to which Assignor may be entitled as a
Member and as a Manager (each as defined in the Operating Agreement), as
provided in the Operating Agreement or the version of the Colorado Limited
Liability Company Act adopted by the State of Colorado, Co. Rev. Stat. Section
7-80-101 to 7-80-913, as amended from time to time (the "Act"), together with
the unaccrued obligations of Assignor, in its capacity as a Member and Manager,
to comply with all the terms and provisions of the Operating Agreement and the
Act (collectively, the "Ownership Interest").

     b.   In accordance with Section 16.2.1 of the Operating Agreement,
Assignee, by its execution and delivery of this Assignment to Assignor, hereby
desires (i) to exercise the Call Option as contemplated therein and (ii) to
cause Assignor to resign as Member and Manager of the Company.

     c.   Assignor has agreed, concurrently with the exercise of the Call
Option by Assignee: (i) to assign and sell the Ownership Interest to Assignee
pursuant to the terms and conditions set forth in the Operating Agreement and
(ii) to appoint Assignee as its true and lawful attorney-in-fact, as set forth
herein.

     d.   Terms not otherwise defined herein shall have the meanings set forth
in the Operating Agreement.

                                   AGREEMENT

     In consideration of the receipt of Ten and no/100 Dollars ($10.00) and
other good and valuable consideration in hand paid by Assignee to Assignor, the
receipt and sufficiency of which are hereby acknowledged and confessed by
Assignor, Assignor and Assignee hereby agree as follows:

          1.   Assignment and Assumption.  Concurrently with and conditioned
upon the satisfaction of all of the conditions and covenants of Section 16.2.1
of the Operating Agreement, Assignor hereby assigns, grants and conveys to
Assignee all of Assignor's right, title and interest in and to the Ownership
Interest.   Assignee hereby assumes the Ownership Interest and agrees to be
bound by and comply with and perform all of the obligations of Assignor in its
capacity as a Member and as a Manager arising under the Operating Agreement
which accrue after the date hereof.  Assignor shall remain obligated to perform
all of the obligations of Assignor under the Operating Agreement (i) which are
not expressly assumed hereunder or (ii) which have accrued on or prior to the
date hereof.   Further, all benefits of the Operating Agreement relating to
Assignor, including, without limitation, the right to receive any distributions
related to any periods prior to and including the date hereof, shall inure to
the benefit of Assignee.

          2.   Representation and Warranty of Assignor.  Assignor represents
and warrants that: (i) Assignor is the sole owner of the entire Ownership
Interest; (ii) Assignor is not in default under or in breach of any of the
terms, covenants or provisions of the Operating Agreement, and Assignor knows
of no event which, but for the passage of time or the giving of notice, or
both, would constitute an event of default under or a breach of the Operating
Agreement by Assignor; (iii) Assignor is duly authorized to execute and deliver
this Assignment; and (iv) the Ownership Interest is free and clear of any and
all liens, security interests, encumbrances, and competing claims.

          3.   Appointment of Assignee as Attorney-in-Fact.  Effective as of
the date hereof, Assignor hereby irrevocably constitutes and appoints Assignee
to be its true and lawful attorney-in-fact to act for Assignor, in the name,
place and stead of Assignor, for the following purposes:

     to endorse any check or other instrument payable to Assignor in
     connection with the Project, to submit claims and otherwise deal with
     all insurance and insurance proceeds with respect to the Project, to
     execute and file with the appropriate governmental authority or
     office any and all certificates, reports or other evidence of the
     withdrawal of Assignor from the Company, and to perform such other
     acts as may be necessary to carry out the purpose and intent of the
     within assignment or to continue the business of the Company.

Assignor hereby ratifies, acknowledges and confirms all acts taken by Assignee,
as attorney-in-fact, pursuant to this appointment.  Assignor hereby revokes,
annuls and cancels any and all powers of attorney, if any, previously executed
by Assignor with respect to such stated purposes, and the same shall be of no
further force or effect.  Assignor hereby acknowledges that such power shall be
coupled with an interest and shall survive the disability or death of the
Assignor.

          4.   Indemnity.  Assignor hereby agrees to indemnify and defend
Assignee and hold it harmless against any claim, loss or liability arising from
any of the following:  (i) any breach of any representation or warranty
hereunder; or (ii) any assertion that Assignee is liable for any debts or
obligations of Assignor, whether based on any act or omission of Assignor which
occurs prior or subsequent to the date of this Assignment.
 
          5.   Governing Law.  This Assignment shall be governed by and
construed under the laws of the State of Colorado.

          6.   Successors and Assigns.  This Assignment shall inure to the
benefit and be binding upon the successors and assigns of Assignor and
Assignee.

          7.   Counterparts.  This Assignment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     This Assignment is executed to be effective as of the date first set forth
above.

                              ASSIGNOR:


                              _____________________________________
                              AL FELD, an individual 


                              ASSIGNEE:

                              WELLSFORD PARK HIGHLANDS CORP., a
                              Colorado corporation


                              By:__________________________________
                                   Name: __________________________
                                   Title: _________________________
<PAGE>

                                   CONSENT:

     Pursuant to Section 18.1.1 of the Operating Agreement and Section 7-80-
801(1)(c) of the Act, Assignee hereby consents to the continuation of the
business of the Company, notwithstanding the withdrawal and resignation of
Assignor as a Member of the Company.

                              ASSIGNEE:

                              WELLSFORD PARK HIGHLANDS CORP., a
                              Colorado corporation


                              By:  _____________________________________
                                   Name:________________________________
                                   Title: ______________________________

[NOTE:    Continuing Members to execute Unanimous Written Consent per Schedule
          A attached hereto.]

STATE OF _____________________}
                              }ss
COUNTY OF ____________________}

The foregoing instrument was acknowledged before me on __________ __, 19__, by
AL FELD, an individual. 


_____________________________      Commission expires: _________________
Notary Public



STATE OF _____________________}
                              }ss
COUNTY OF ____________________}

The foregoing instrument was acknowledged before me on ____________ __, ____,
by ________________________, as _____________________ of Wellsford Park
Highlands Corp., a Colorado corporation.                                        
              

_______________________________         Commission expires: ____________
Notary Public
<PAGE>

                                 SCHEDULE A TO
                                   EXHIBIT Q

                           UNANIMOUS WRITTEN CONSENT
                              IN LIEU OF MEETING
                                      BY
                                THE MEMBERS OF
                       RED CANYON AT PALOMINO PARK LLC,
                     a Colorado Limited Liability Company
                         __________________ ___, 19___

     Section 7-80-711 of the Colorado Limited Liability Company Act, as amended
(the "Act") provides that any action required or permitted to be taken at a
meeting of the members of a limited liability company may be taken without a
meeting if a written consent, setting forth the action so taken, shall be
signed by all the members entitled to vote with respect to the subject matter
thereof and delivered to the limited liability company in the manner described
in the Act.  Section 15.10 of that certain Operating Agreement ("Operating
Agreement") of Red Canyon at Palomino Park LLC (the "Company"), a Colorado
limited liability company, dated as of April 17, 1997, by and between Al Feld
and Wellsford Park Highlands Corp., a Colorado corporation ("WPHC"), provides
that action required or permitted to be taken at a meeting of Members of the
Company, may be taken without a meeting under similar circumstances.

The undersigned, which constitute all of the Remaining Members (defined below)
of the Company, by signing this document, waive any and all notice that may be
required for a meeting of the members of the Company and take the following
action:

     WHEREAS, pursuant to Section 16.2.1 of the Operating Agreement, WPHC, by
executing the attached Exercise of Call Option, Assignment of Interest and
Power of Attorney attached hereto as Exhibit L-1, has given notice to the
Company of its desire (i) to exercise the Call Option as contemplated in the
Operating Agreement and (ii) to cause Al Feld to resign as Member and Manager
of the Company; and

     WHEREAS, the Members other than Al Feld (the "Remaining Members") desire
(i) to accept the withdrawal and resignation of Al Feld as Member and Manager
of the Company, (ii) to consent to the transfer and assignment of the Ownership
Interest (as defined in the attached exhibit) of Al Feld to WPHC, (iii) to
appoint and elect WPHC as the successor Manager to Al Feld, to hold office
until removed pursuant to Section 12.12 of the Operating Agreement or until its
successor has been elected and qualified; and (iv) to consent to continue the
business of the Company after the resignation and termination of Al Feld as
Member and Manager of the Company;

     RESOLVED, that the Remaining Members hereby accept the withdrawal and
resignation of Al Feld as Member and Manager of the Company; and

     FURTHER RESOLVED, that the Remaining Members hereby (i) consent to the
transfer and assignment of the Ownership Interest (as defined in the attached
exhibit) of Al Feld to WPHC, (ii) appoint, elect and qualify WPHC as the
successor Manager to Al Feld, to hold office until removed pursuant to Section
12.12 of the Operating Agreement or until its successor has been elected and
qualified; (iii) consent to continue the business of the Company after the
resignation and termination of Al Feld as Member and Manager of the Company;
and (iv) authorize the Members to execute, deliver and take all action
necessary to effectuate the actions contemplated under the attached Exhibit L-
1.

     This Consent, when signed by all of the Remaining Members of the Company
and delivered to the Company in the manner prescribed in the Act, shall have
the same force and effect as a unanimous vote, and may be stated as such in any
document.

     IN WITNESS WHEREOF, the undersigned have executed this Consent as of the
date above written.

                              WELLSFORD PARK HIGHLANDS CORP., 
                              a Colorado corporation, Member


                              By:  ____________________________            
Title:

<PAGE>

                                   EXHIBIT R

                EXERCISE OF PUT OPTION; ASSIGNMENT OF INTEREST
                               POWER OF ATTORNEY


     This ASSIGNMENT OF INTEREST (this "Assignment") is made and entered into
as of the ____ day of ___________, 19__ by and between Al Feld, an individual
("Assignor"), and Wellsford Park Highlands Corp., a Colorado corporation
("Assignee").


                                   RECITALS

     A.   Pursuant to that certain Operating Agreement (the "Operating
Agreement") of Red Canyon at Palomino Park LLC, a Colorado limited liability
company (the "Company") dated as of April 17, 1996, by and between Assignor and
Assignee, Assignor is the owner of an option (the "Put Option") to cause
Assignee to acquire the ownership interest of Assignor in the Company as of the
date hereof (including the right of Assignor to receive any distributions
related to any periods prior to and including the date hereof), which ownership
interest includes the right of Assignor to any and all benefits to which
Assignor may be entitled as a Member and as a Manager (each as defined in the
Operating Agreement), as provided in the Operating Agreement or the version of
the Colorado Limited Liability Company Act adopted by the State of Colorado,
Co. Rev. Stat. Section 7-80-101 to 7-80-913, as amended from time to time (the
"Act"), together with the unaccrued obligations of Assignor, in its capacity as
a Member and Manager, to comply with all the terms and provisions of the
Operating Agreement and the Act (collectively, the "Ownership Interest").

     B.   In accordance with Section 16.2.2 of the Operating Agreement,
Assignor, by its execution and delivery of this Assignment to Assignee, hereby
desires (i) to exercise the Put Option as contemplated therein and (ii) to
resign as Member and Manager of the Company.

     C.   At Final Closing (as defined in the Operating Agreement),
concurrently with the above exercise of the Put Option by Assignor, (i)
Assignee has agreed to acquire and buy the Ownership Interest from Assignor
pursuant to the terms and conditions set forth in the Operating Agreement,
provided that all of the Final Closing Funding Conditions have been satisfied
and (ii) Assignor has agreed to appoint Assignee as its true and lawful
attorney-in-fact, as set forth herein.

     D.   Terms not otherwise defined herein shall have the meanings set forth
in the Operating Agreement.

                                   AGREEMENT

     In consideration of the receipt of Ten and no/100 Dollars ($10.00) and
other good and valuable consideration in hand paid by Assignor to Assignee, the
receipt and sufficiency of which are hereby acknowledged and confessed by
Assignee, Assignor and Assignee hereby agree as follows:

          1.   Assignment and Assumption.  At Final Closing (as defined in the
Operating Agreement), concurrently with and conditioned upon the satisfaction
of all of the conditions and covenants of Section 16.2.2 of the Operating
Agreement, (i) Assignor hereby assigns, grants and conveys to Assignee all of
Assignor's right, title and interest in and to the Ownership Interest and (ii)
Assignee hereby assumes the Ownership Interest and agrees to be bound by and
comply with and perform all of the obligations of Assignor in its capacity as a
Member and as Manager, arising under the Operating Agreement which accrue 
after the date hereof.  Assignor shall remain obligated to perform all of the
obligations of Assignor under the Operating Agreement (i) which are not
expressly assumed hereunder or (ii) which have accrued on or prior to the date
hereof.   Further, all benefits of the Operating Agreement relating to
Assignor, including, without limitation, the right to receive any distributions
related to any periods prior to and including the date hereof, shall inure to
the benefit of Assignee.

          2.   Representation and Warranty of Assignor.  Assignor represents
and warrants that: (i) Assignor is the sole owner of the entire Ownership
Interest; (ii) Assignor is not in default under or in breach of any of the
terms, covenants or provisions of the Operating Agreement, and Assignor knows
of no event which, but for the passage of time or the giving of notice, or
both, would constitute an event of default under or a breach of the Operating
Agreement by Assignor; (iii) Assignor is duly authorized to execute and deliver
this Assignment; and (iv) the Ownership Interest is free and clear of any and
all liens, security interests, encumbrances, and completing claims.

          3.   Appointment of Assignee as Attorney-in-Fact.  Effective as of
the date hereof, Assignor hereby constitutes and appoints Assignee to be its
true and lawful attorney-in-fact to act for Assignor, in the name, place and
stead of Assignor, for the following purposes:

     to endorse any check or other instrument payable to Assignor in
     connection with the Project, to submit claims and otherwise deal with
     all insurance and insurance proceeds with respect to the Project, to
     execute and file with the appropriate governmental authority or
     office any and all certificates, reports or other evidence of the
     withdrawal of Assignor from the Company, and to perform such other
     acts as may be necessary to carry out the purpose and intent of the
     within assignment or to continue the business of the Company.

Assignor hereby ratifies, acknowledges and confirms all acts taken by Assignee,
as attorney-in-fact, pursuant to this appointment.  Assignor hereby revokes,
annuls and cancels any and all powers of attorney, if any, previously executed
by Assignor with respect to such stated purposes, and the same shall be of no
further force or effect.  Assignor hereby acknowledges that such power shall be
coupled with an interest and shall survive the disability or death of the
Assignor.

          4.   Indemnity.  Assignor hereby agrees to indemnify and defend
Assignee and hold it harmless against any claim, loss or liability arising from
any of the following:  (i) any breach of any representation or warranty
hereunder; or (ii) any assertion that Assignee is liable for any debts or
obligations of Assignor, whether based on any act or omission of Assignor which
occurs prior or subsequent to the date of this Assignment.
 
 
          5.   Governing Law.  This Assignment shall be governed by and
construed under the laws of the State of Colorado.

          6.   Successors and Assigns.  This Assignment shall inure to the
benefit and be binding upon the successors and assigns of Assignor and
Assignee.

          7.   Counterparts.  This Assignment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     This Assignment is executed to be effective as of the date first set forth
above.

                              ASSIGNOR:


                              __________________________________________
                              AL FELD, an individual 


                              ASSIGNEE:

                              WELLSFORD PARK HIGHLANDS CORP., a
                              Colorado corporation 


                              By:_______________________________________
                                   Name:________________________________
                                   Title: ______________________________



CONSENT:

Pursuant to Section 18.1.1 of the Operating Agreement and Section 7-80-
801(1)(c) of the Act, Assignee hereby consents to the continuation of the
business of the Company, notwithstanding the withdrawal and resignation of
Assignor as a Member of the Company.


                              ASSIGNEE:

                              WELLSFORD PARK HIGHLANDS CORP., a
                              Colorado corporation


                              By:_______________________________________
                                   Name:________________________________
                                   Title:_______________________________

[NOTE:    Continuing Members to execute Unanimous Written Consent per Schedule
          A attached hereto.]


STATE OF ________________}
                         }ss
COUNTY OF _______________}

The foregoing instrument was acknowledged before me on __________ ___, ____, by
AL FELD, an individual. 


___________________________        Commission expires: _________________
Notary Public


STATE OF ________________}
                         }ss
COUNTY OF _______________}

     The foregoing instrument was acknowledged before me on ___________, 199__,
by __________________________, as __________________________________ of
WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation.                         
           


___________________________        Commission expires: _________________
Notary Public
<PAGE>

                                  SCHEDULE A
                                 TO EXHIBIT R

                           UNANIMOUS WRITTEN CONSENT
                              IN LIEU OF MEETING
                                      BY
                                THE MEMBERS OF
                       RED CANYON AT PALOMINO PARK LLC,
                     a Colorado Limited Liability Company
                         __________________ ___, 19__

     Section 7-80-711 of the Colorado Limited Liability Company Act, as amended
(the "Act") provides that any action required or permitted to be taken at a
meeting of the members of a limited liability company may be taken without a
meeting if a written consent, setting forth the action so taken, shall be
signed by all the members entitled to vote with respect to the subject matter
thereof and delivered to the limited liability company in the manner described
in the Act.  Section 15.10 of that certain Operating Agreement ("Operating
Agreement") of Red Canyon at Palomino Park LLC (the "Company"), a Colorado
limited liability company, dated as of __________, 1995 by and between Al Feld
and Wellsford Park Highlands Corp., a Colorado corporation ("WPHC"), provides
that action required or permitted to be taken at a meeting of Members of the
Company, may be taken without a meeting under similar circumstances.

 The undersigned, which constitute all of the Remaining Members (defined below)
of the Company, by signing this document, waive any and all notice that may be
required for a meeting of the members of the Company and take the following
action:

     WHEREAS, pursuant to Section 16.2.2 of the Operating Agreement, Al Feld,
by executing the attached Exercise of Put Option, Assignment of Interest and
Power of Attorney attached hereto as Exhibit L-2, has given notice to the
Company of its desire (i) to exercise the Put Option as contemplated in the
Operating Agreement and (ii) to resign as Member and Manager of the Company;
and

     WHEREAS, the Members other than Al Feld (the "Remaining Members") desire
(i) to accept the withdrawal and resignation of Al Feld as Member and Manager
of the Company, (ii) to consent to the transfer and assignment of the Ownership
Interest (as defined in the attached exhibit) of Al Feld to WPHC, (iii) to
appoint and elect WPHC as the successor Manager to Al Feld, to hold office
until removed pursuant to Section 12.12 of the Operating Agreement or until its
successor has been elected and qualified; and (iv) to consent to continue the
business of the Company after the resignation and termination of Al Feld as
Member and Manager of the Company;

     RESOLVED, that the Remaining Members hereby accept the withdrawal and
resignation of Al Feld as Member and Manager of the Company; and

     FURTHER RESOLVED, that the Remaining Members hereby (i) consent to the
transfer and assignment of the Ownership Interest (as defined in the attached
exhibit) of Al Feld to WPHC, (ii) appoint, elect and qualify WPHC as the
successor Manager to Al Feld, to hold office until removed pursuant to Section
12.12 of the Operating Agreement or until its successor has been elected and
qualified; (iii) consent to continue the business of the Company after the
resignation and termination of Al Feld as Member and Manager of the Company;
and (iv) authorize the Members to execute, deliver and take all action
necessary to effectuate the actions contemplated under the attached Exhibit L-
2.

     This Consent, when signed by all of the Remaining Members of the Company
and delivered to the Company in the manner prescribed in the Act, shall have
the same force and effect as a unanimous vote, and may be stated as such in any
document.

     IN WITNESS WHEREOF, the undersigned have executed this Consent as of the
date above written.

                              WELLSFORD PARK HIGHLANDS CORP., 
                              a Colorado Corporation, Member


                              By:_______________________________________
                                   Title: ______________________________



<PAGE>

                                  EXHIBIT S-1

                        Form of Architect's Certificate


                           (Letterhead of Architect)


                           CERTIFICATE OF ARCHITECT


______________, 1997


Red Canyon at Palomino Park LLC
Wellsford Residential Property Trust
370  17th Street, Suite 3100
Denver, CO  80202

Reference:     ______________________
          ____________, Colorado

Ladies and Gentlemen:

Please refer to the final architectural plans and specifications reflecting all
field notes and field changes as built described in the attached Exhibit A (the
"Plans").  The undersigned understands that ______________________________ or
its designee ("Wellsford") is acquiring an interest in or is causing the
repayment of the construction loan for a residential complex owned by Red
Canyon at Palomino Park LLC, a Colorado limited liability company ("Owner"),
located on that certain parcel of real property having an address of
___________________________ in the City of ______, County of ______, State of
Colorado and described on Exhibit B attached hereto (the "Site"), on which
Owner has constructed a complex of ______ apartment units known as
_______________________ (the "Project").  This Certificate is a condition
precedent to Wellsford's acquiring the Project or repaying such loan, and the
undersigned acknowledges that Wellsford will be relying upon this Certificate
in consummating such transaction.

With such understanding, the undersigned  has reviewed the Plans, the
construction of the Project in relationship to the Plans, and its conformity
and compliance with applicable laws and regulations (i.e., applicable federal,
state, county and municipal laws and regulations and ordinances, including
without limitation, governing building and fire codes, zoning, subdivision and
land use laws and regulations, environmental and safety statutes and
regulations, and the rules and regulations of other governmental agencies
having jurisdiction over the Site or the Project ("Applicable Laws").  Based
upon these reviews and upon due professional investigation, the undersigned
declares and certifies to and for the benefit of Owner and Wellsford that:

     1.   The undersigned is the architect who prepared the Plans and
          coordinated and supervised the construction of the Project.

     2.   The Project commonly known as ______________ contains 456 apartment
          units in __ buildings, and _______ parking spaces, with related
          amenities and facilities.  The Site is zoned _______________ under
          the applicable ordinances of the City of ____________, Colorado.

     3.   We have examined all applicable materials relative to those types of
          restrictions and requirements sometimes referred to as use,
          dimensional, bulk and parking restrictions, jurisdictional wetlands
          requirements, setback and buffering requirements, density restraints,
          landscaping and vegetation preservation ordinances, laws, rules and
          regulations and environmental restraints, which relate to the Site
          (hereinafter referred to as "Development Constraints") and have
          determined that the Project is permitted as a matter of right except
          for the following variances: __________
          ________________________________________________________, and that
          the following restrictions and requirements (the "Restrictions and
          Requirements") are applicable to the Project:

               Minimum Lot Area:

               Height Limitation:

               Maximum Floor Area Ratio
                 (or other type of bulk
                 bulk restriction):

               Limitation on Number of 
                 Dwelling Units (if any):

               Front Yard Requirements:

               Side and Rear Yard
                 Requirements:

               Parking Requirements:


     4.   The Project and the Site are in compliance with the Development
          Constraints and the Restrictions and Requirements.

     5.   The improvements contemplated by the Plans have been completed in
          substantial compliance with the Plans, except for the items in the
          attached Exhibit C which are incomplete to the extent indicated and
          for which the estimated cost to complete is indicated on said
          Exhibit C.

     6.   We are of the opinion that the Project has been designed in
          accordance with the applicable provisions of Colorado law, the
          Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101, et
          seq., as amended, and any other applicable law, rule or regulation of
          any kind or description relating to the elimination of architectural
          barriers for the handicapped.

     7.   We certify that any and all amounts due and payable to us under or in
          connection with the Standard Form of Agreement between Owner and
          Architect for Housing Services (AIA-Document B181) dated
          ______________ with regard to the Project have been paid in full.

     8.   The Project, the Plans and all improvements comply with Applicable
          Laws, including without limitation, the applicable PUD, and with all
          necessary and required notices, permits or license agreements in
          connection with the Plans, and all permits, licenses and approvals
          required for the construction of the improvements contemplated by the
          Plans and for the use and occupancy of the Project (including,
          without limitation, all final certificates of occupancy) have been
          obtained from the applicable governmental or quasi-governmental
          agency having jurisdiction or any private party from whom any license
          is required.

     9.   The improvements are ready for occupancy.

     10.  The improvements on the Property, contain a minimum of _________
          square feet of net rentable living area (as measured from inside face
          of exterior wall to apartment side of corridor wall to centerline of
          tenant separation wall) for the apartments.  

     11.  The undersigned is a licensed architect and has the power and
          authority to render this Certificate and to execute and deliver it on
          behalf of Feld Design, Inc.

     This Certificate may be relied upon only by Wellsford and the Owner.


Very truly yours,




By:  Pamela J.L. English
     Supervising Architect

Dated:________________________
<PAGE>

                                 EXHIBIT A TO
                           CERTIFICATE OF ARCHITECT


                                ______________
                            _______________________
                            ____________, Colorado


                                 DRAWING LIST


ARCHITECTURAL:      ______________________________
                    ______________________________
                    ______________________________

STRUCTURAL:         ______________________________
                    ______________________________
                    ______________________________

FOUNDATION:         ______________________________

MECHANICAL:         ______________________________
                    ______________________________
                    ______________________________

PLUMBING:           ______________________________
                    ______________________________
                    ______________________________

ELECTRICAL:         ______________________________
                    ______________________________
                    ______________________________

LANDSCAPING:        ______________________________
                    ______________________________
                    ______________________________

<PAGE>

                                 EXHIBIT B TO
                           CERTIFICATE OF ARCHITECT


                               LEGAL DESCRIPTION



<PAGE>

                                 EXHIBIT C TO
                           CERTIFICATE OF ARCHITECT



     Incomplete Items                        Cost of Completion




<PAGE>

                                  EXHIBIT S-2

                        Form of Engineer's Certificate

                       (Letterhead of Project Engineer)


                            ENGINEER'S CERTIFICATE

__________________, 1997

Red Canyon at Palomino Park LLC
Wellsford Residential Property Trust
370  17th Street, Suite 3100
Denver, Colorado  80202

Reference:     ______________
          _________________, Colorado


Ladies and Gentlemen:

The undersigned understands that __________________________ or its designee
("Wellsford") is acquiring an interest in or is causing the repayment of the
construction loan for a residential complex owned by Red Canyon at Palomino
Park LLC, a Colorado limited liability company ("Owner"), located on that
certain parcel of real property having an address of ______________________ in
the City of ___________, County of __________, State of Colorado and described
on Exhibit A attached hereto (the "Site"), on which Owner has constructed a
complex of ______ apartment units known as ______________ (the "Project"). 
This Certificate is a condition precedent to Wellsford's acquiring the Project
or repaying such loan, and the undersigned acknowledges that Wellsford will be
relying upon this Certificate in consummating such transaction.

With such understanding, the undersigned has reviewed those portions of the
plans and specifications for the Project that are listed on Exhibit B attached
hereto (the "Engineering Plans"), the construction of the Project in
relationship to the Engineering Plans, and its conformity and compliance with
certain applicable laws and regulations.  Based upon these reviews and upon due
professional investigation, the undersigned declares and certifies to and for
the benefit of Owner and Wellsford that:

     1.   Satisfactory methods of access to and egress from the Site and the
          Project and adjoining or nearby public ways are available and are
          sufficient to meet the reasonable needs of the Project and all
          applicable requirements of public authorities.  Sanitary water supply
          and storm sewer and sanitary sewer facilities and other required
          utilities (gas, electricity, telephone, etc.) are likewise available
          and are sufficient to meet the reasonable needs of the Project and
          all applicable requirements of public authorities.

     2.   We are of the opinion that the Property is not located in a 100-Year
          Flood Plain or in an identified "flood prone area," as defined by the
          U.S. Department of Housing and Urban Development, pursuant to the
          Flood Disaster Protection Act of 1973, as amended, and is not subject
          to any federal, state or local "wetlands" rules, regulations,
          ordinances or requirements.

     3.   We have reviewed and are familiar with all tests and analyses
          performed and professional recommendations made by soil engineers and
          other consultants regarding the condition of the soil of the Site. 
          In our professional opinion, the condition of the soil of the Site is
          adequate to support the Project as completed.

     4.   We have reviewed the locations of all easements, rights-of-way,
          subsurface rights or jurisdictional wetlands, and all rules and
          regulations pertaining to the same in force relating to the Site, and
          the Plans are prepared so that the Project does not encroach over,
          across or upon any such easements, rights-of-way, subsurface rights
          or jurisdictional wetlands and the like, and all necessary permits
          and approvals required for the Project have been obtained.

     5.   We have reviewed all deeds, easements, covenants, restrictions and
          other matters set forth in Schedule B of Title Commitment No.
          __________ issued by Land Title Guaranty Company, and the Project
          satisfies and/or does not violate any provisions concerning
          construction of improvements on the Site set forth in such deeds,
          easements, covenants, restrictions and other matters.

This Certificate may be relied upon only by Owner and Wellsford.

Very Truly yours,

[ENGINEER]        
-------------------------



By:___________________________
     Title:___________________
Dated:________________________
<PAGE>

                                 EXHIBIT A TO
                          CERTIFICATE OF ENGINEERING


                               LEGAL DESCRIPTION




<PAGE>

                                 EXHIBIT B TO
                          CERTIFICATE OF ENGINEERING


                                ______________
                             ____________________
                           ______________, Colorado


                                 DRAWING LIST

CIVIL ENGINEERING
 DRAWINGS:          ______________________________
                    ______________________________
                    ______________________________

STRUCTURAL:         ______________________________
                    ______________________________
                    ______________________________

FOUNDATION:         ______________________________

MECHANICAL:         ______________________________
                    ______________________________
                    ______________________________

PLUMBING:           ______________________________
                    ______________________________
                    ______________________________

ELECTRICAL:         ______________________________
                    ______________________________
                    ______________________________

LANDSCAPING:        ______________________________
                    ______________________________
                    ______________________________
<PAGE>

                                   EXHIBIT T

                        THE PARK at HIGHLANDS RANCH - 
                   PRELIMINARY "TOTAL"INFRASTRUCTURE BUDGET

                                       
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                                   EXHIBIT U


                            SUBSTITUTION AGREEMENT

     THIS SUBSTITUTION AGREEMENT (this "Agreement") is made and entered into as
of the 17th day of April, 1996, by and among AL FELD, an individual ("Feld"),
WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation ("WPHC"), and THE FELD
COMPANY, a Colorado corporation (the "Company").

                                   RECITALS

     A.   WPHC is a Member of Red Canyon at Palomino Park LLC, a Colorado
limited liability company (the "LLC"), which LLC is governed by its Operating
Agreement dated as of April 17, 1996 (the "Operating Agreement") by and between
WPHC and Feld.

     B.   Feld is also a Member, as well as the Manager, in the LLC and is the
principal officer and shareholder of the Company.

     C.   In order to facilitate WPHC's appointment of the Company as a
substitute Member and the Manager of the LLC upon the death or disability of
Feld in accordance with Section 12.13 of the Operating Agreement and to bind
the Company to the agreements set forth in said Section 12.13, the parties
hereto now desire to enter into this Agreement.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the execution of the Operating
Agreement and of the recitals, covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     1.   Request for Substitute Manager.  In the event that Feld should die or
WPHC shall elect to remove Feld as manager due to disability (such an event is
hereinafter referred to as a "Triggering Event"), WPHC shall have the right, at
its sole option, to request in writing that:  (a) the Company shall acquire
from Feld (or from his estate, if Feld is deceased) the entire interest of Feld
in the LLC; (b) the Company shall be admitted as a Member of the LLC and
substituted for Feld as Member and Manager under the Operating Agreement; and
(c) the Company shall assume, in writing, all of the obligations of the Manager
and of a Member under the Operating Agreement, as the same may be amended from
time to time.  The foregoing actions under items (a), (b) and (c) shall be
effective upon the next business day after WPHC delivers its written request to
the Company and Feld.  Notwithstanding anything to the contrary contained
herein or in the Operating Agreement, if the Company is substituted for Feld as
a Member and Manager, then Feld (or his estate if Feld is deceased) shall
remain liable for the performance of the obligations of the Manager under the
Operating Agreement, in accordance with Section 12.12.3.2 thereof.

     2.   Failure to Request a Substitute Manager.  If WPHC fails to exercise
its option under Section 12.13 of the Operating Agreement and this Agreement to
cause the Company to be substituted for Feld as the Manager within ninety (90)
days after the date of a Triggering Event, then such right shall automatically
terminate and Feld (and his estate) shall be released from all responsibilities
and obligations as Manager under the Operating Agreement arising after the
effective date of Feld's withdrawal or Removal (as said term is defined in the
Operating Agreement) from the LLC in connection with the Triggering Event.

     3.   Attorneys Fees.  In the event any litigation or other legal
proceedings or alternative dispute resolution proceedings are brought for the
enforcement of or arise out of this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party all reasonable attorneys'
fees and costs and all other reasonable expenses, in addition to any other
relief or damages obtained.

     4.   Further Documentation.  The parties hereby agree to execute, from
time to time, such other documents as may be reasonably necessary to effectuate
the intent of this Agreement and Section 12.13 of the Operating Agreement.

     5.   GOVERNING LAW.  THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  SUCH PARTIES FURTHER AGREE
THAT THIS AGREEMENT MAY BE ENFORCED IN THE DISTRICT COURT IN AND FOR THE CITY
AND COUNTY OF DENVER, STATE OF COLORADO AND THEY DO HEREBY SUBMIT TO THE
JURISDICTION OF SUCH COURT REGARDLESS OF THEIR RESIDENCE OR WHERE THIS
AGREEMENT MAY BE EXECUTED.

     6.   Successors and Assigns.  All agreements, covenants, conditions and
provisions of this Agreement shall inure to the benefit of and be binding upon
the respective heirs, personal representatives, successors and assigns of the
parties hereto.

     7.   Notices.  Whenever any party hereto shall desire to, or be required
to, give or serve any notice, demand, request or other communication with
respect to this Agreement, each such notice, demand, request or communication
shall be in writing and shall be effective only if the same is delivered by
personal service (including, without limitation, courier or express service) or
mailed certified or registered mail, postage prepaid, return receipt requested,
or sent by telegram to the parties at the addresses shown in the Operating
Agreement or such other addresses which the parties may provide to one another
in accordance therewith.  The notice address for the Company shall be the same
as the notice address for Feld.  If notice is sent to WPHC, a copy of such
notice shall also be given to Wayne H. Hykan, Esq., Brownstein Hyatt Farber &
Strickland, P.C., 410 17th Street, Suite 2222, Denver, Colorado 80202.  If
notice is sent to Feld or the Company, a copy of such notice shall also be
given to Alan Lottner, Esq., Haligman and Lottner, First Interstate Tower
North, 633 Seventeenth Street, Suite 2700, Denver, Colorado 80202-3635. 
Notices delivered personally will be effective upon delivery to an authorized
representative of the party at the designated address; notices sent by mail in
accordance with the above paragraph will be effective upon execution of the
Return Receipt Requested.

     8.   Severability.  Every provision of this Agreement is intended to be
severable.  In the event any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the legality or validity of the
balance of the terms and provisions hereof, which terms and provisions shall
remain binding and enforceable.

     9.   Capitalized Terms.  All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Operating Agreement.

     10.  Amendment.  This Agreement may be modified or rescinded only by a
writing expressly relating to this Agreement and signed by all of the parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                         __________________________________________
                         AL FELD, individually


                         WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation


                         By:_______________________________________
                         Its:______________________________________


                         THE FELD COMPANY, a Colorado corporation


                         By:_______________________________________
                         Its:______________________________________