Exhibit 4.4

                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT

                                       OF

                           DVI RECEIVABLES XVI, L.L.C.


                          Dated as of November 1, 2001

<PAGE>

                  Limited Liability Company Operating Agreement

                                       of

                           DVI Receivables XVI, L.L.C.


                                TABLE OF CONTENTS



                                    ARTICLE I
                                   DEFINITIONS

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


                                      -i-

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                                ARTICLE II
                                 FORMATION

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

                                ARTICLE III
                    LIMITED PURPOSE; NATURE OF BUSINESS

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

                                ARTICLE IV
                         LIMITATIONS ON ACTIVITIES

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

                                 ARTICLE V
                          ACCOUNTING AND RECORDS

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

                                ARTICLE VI
                        NAME AND ADDRESS OF MEMBER


                                ARTICLE VII
                        RIGHTS AND DUTIES OF MEMBER

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

                               ARTICLE VIII
                                MANAGEMENT

8.1   Management of the Company..............................................11
8.2   Authority of Managing Member to Bind the Company.......................11
8.3   Actions of the Managing Member.........................................12
8.4   Compensation of Managing Member........................................12
8.5   Managing Member's Standard of Care.....................................12


                                      -ii-

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8.6   Resignation............................................................13
8.7   Payment of Liabilities.................................................13

                                   ARTICLE IX
                                  CONTRIBUTIONS

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

                                    ARTICLE X
                          ALLOCATIONS AND DISTRIBUTIONS

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

                                   ARTICLE XI
                         TRANSFER OF MEMBERSHIP INTEREST

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

                                   ARTICLE XII
                           DISSOLUTION AND WINDING UP

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1  Notices................................................................17
13.2  Headings...............................................................17
13.3  Entire Agreement.......................................................17
13.4  Binding Agreement......................................................17
13.5  Saving Clause..........................................................17
13.6  Counterparts...........................................................18
13.7  Governing Law..........................................................18
13.8  No Membership Intended for Nontax Purposes.............................18
13.9  No Rights of Creditors and Third Parties under Agreement...............18
13.10 General Interpretive Principles........................................18


                                     -iii-

<PAGE>

                  Limited Liability Company Operating Agreement

                                       of

                           DVI Receivables XVI, L.L.C.

     This Limited Liability Company Operating  Agreement of DVI Receivables XVI,
L.L.C. (the "Company"),  a Delaware limited liability company organized pursuant
to the  Delaware  Limited  Liability  Company  Act, is entered into and shall be
effective as of November 1, 2001, by and between the Company and DVI Receivables
Corp. VIII, as the sole member of the Company.

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

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

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

     1.5 Assignee. A transferee of the Membership Interest.

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

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

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

     1.9 Contribution  and Servicing  Agreement.  That certain  Contribution and
Servicing  Agreement (as amended,  supplemented,  restated or otherwise modified
from time to time), dated of


<PAGE>

even date  herewith,  by and between the  Company  and DVI, as  contributor  and
servicer.

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

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

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

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

     1.14 Effective Date. November 1, 2001.

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

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

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

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

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

     1.20 Managing Member. The Member, as set forth in Section 8.1.


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<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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

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

                                   ARTICLE II
                                    FORMATION

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

     2.2 Agreement.  (a) For and in consideration of the mutual covenants herein
contained  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, (i) the Company and DVI Receivables
Corp. VIII hereby agree to the terms and conditions of this Agreement, as it may
from time to time be  amended  and (ii) in  exchange  for the  agreement  of DVI
Receivables  Corp.  VIII to act as Managing  Member of the Company,  the Company
hereby issues, assigns, transfers and conveys all of its Membership Interests to
DVI Receivables  Corp.  VIII, and, prior to and at all times after the Effective
Date, the term "Member" shall be deemed to refer to DVI Receivables  Corp. VIII,
its successors and assigns.  It is the express  intention of the Company and DVI
Receivables Corp. VIII that this Agreement shall be the sole source of agreement
of the  parties,  and,  except  to the  extent  a  provision  of this  Agreement
expressly  incorporates federal income tax rules by reference to sections of the
Code or Tax Regulations or is expressly prohibited or ineffective under the Act,
this Agreement shall govern, even when inconsistent with, or different than, the
provisions of the Act or any other law or rule,  and to the extent any provision
of this  Agreement is prohibited or  ineffective  under the Act, this  Agreement
shall be deemed to be amended  to the least  extent  necessary  in order to make
this  Agreement  effective  under the Act, in the event the Act is  subsequently
amended or  interpreted  in such a way to make any  provision of this  Agreement
that was formerly invalid valid,  such provision shall be considered to be valid
from the effective date of such interpretation or amendment.

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


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<PAGE>

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

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

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

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

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

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

                                   ARTICLE III
                       LIMITED PURPOSE; NATURE OF BUSINESS

     3.1 Limited  Business  Purpose.  The  business  purpose to be  conducted or
promoted by the Company is limited to the following activities and none other:

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

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

          (c) To  issue,  acquire,  own  and  hold  one or more  series  of debt
     obligations  ("Notes")  pursuant  to  one  or  more  indentures  (each,  an
     "Indenture"), which Notes are collateralized by equipment finance contracts
     or  income,   payments  or  proceeds  therefrom   ("Funding   Agreements"),
     Pass-Through  Securities  or  supplemental  collateral  (collectively,  the


                                       5
<PAGE>

     "Collateral");  and to sell,  transfer,  assign and finance such Notes with
     Merrill  Lynch,  Pierce,  Fenner & Smith  Incorporated  or Banc One Capital
     Markets,  Inc.  and  such  other  organizations  as  either  of them  shall
     designate, at any time on or after November 1, 2001;

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

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

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

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

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

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

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

          (k) Provided, however, that the Company shall not engage in any of the
     permitted


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<PAGE>

     activities set forth in (a) through (j) above if doing so shall result in a
     downgrade of the rating by a nationally  recognized rating agency requested
     by the Company to rate the securities  related to any previously issued (by
     the Company or one of the Trusts) Notes,  Pass-Through  Securities or Trust
     Certificates; and

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

                                   ARTICLE IV
                            LIMITATIONS ON ACTIVITIES

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

          (a) The Company shall not

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

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

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

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

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

               (iii) payment of capital distributions to the Member;

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


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<PAGE>

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

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

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

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

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

                                    ARTICLE V
                             ACCOUNTING AND RECORDS

     5.1 Records to be  Maintained.  The Company  shall  maintain the  following
records at the Principal Office:

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

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

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

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

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

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

     5.3 Tax Returns and Reports.  The Managing  Member shall prepare and timely
file income tax returns of the Company in all  jurisdictions  where such filings
are required.


                                       8
<PAGE>

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

                                   ARTICLE VI
                           NAME AND ADDRESS OF MEMBER

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

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


                                   ARTICLE VII
                           RIGHTS AND DUTIES OF MEMBER

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

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

     7.3 Conflicts of Interest.

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

          (b) The Member  does not violate a duty or  obligation  to the Company
     merely because the Member's conduct furthers the Member's own interest.  No
     transaction  with the


                                       9
<PAGE>

     Company  shall be  voidable  solely  because  the  Member  has a direct  or
     indirect  interest  in the  transaction  if the  transaction  is  fair  and
     reasonable to the Company.


                                  ARTICLE VIII
                                   MANAGEMENT

     8.1 Management of the Company.

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

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

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

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

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

          (b) the entering into contracts;

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

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

          (e) the  appointment  of  employees  and  agents of the  Company,  the
     defining of their duties and the establishment of their  compensation,  and
     the dealing with tradespeople,


                                       10
<PAGE>

     accountants and attorneys, on such terms as the Managers shall determine;

          (f) the indemnification of any Person;

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

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

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

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

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

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


                                       11
<PAGE>

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

                                   ARTICLE IX
                                  CONTRIBUTIONS

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

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

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

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

     9.5 No Personal Liability.  The Member shall not have any liability for the
obligations or  liabilities of the Company except to the extent  provided in the
Act.

                                    ARTICLE X
                          ALLOCATIONS AND DISTRIBUTIONS

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

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

                                   ARTICLE XI
                         TRANSFER OF MEMBERSHIP INTEREST

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


                                       12
<PAGE>

under any applicable state  securities laws, or to make any exemption  therefrom
available to the Member.

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

     The transferor shall have:

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

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

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

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

     11.3 Transfer of Membership Interest.

          (a) The Member may not sell, assign,  encumber,  transfer or otherwise
     Dispose of any Units of its  Membership  Interest  (or take or omit to take
     any action, filing,  election or other action that could result in a deemed
     sale, assignment,  encumbrance,  transfer or other Disposition);  provided,
     however  that the Member may make such a transfer  to an  Affiliate  of the
     Member,  which  Affiliate  shall have a special  purpose charter and bylaws
     substantially  similar in all material respects to those of the Member. Any
     attempted Disposition not in accordance with this Agreement shall be void.

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

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


                                       13
<PAGE>

Year.

     11.5  Dissolution  or Bankruptcy  of the Member.  Upon the  dissolution  or
adjudication  of  bankruptcy of the Member,  the Member's  successors or assigns
shall have all the rights of the Member for the  purpose of settling or managing
the Member's estate.

                                   ARTICLE XII
                           DISSOLUTION AND WINDING UP

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

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

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

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

          (d) the  occurrence  of an Event of  Bankruptcy  as to a Member or the
     resignation,  expulsion or dissolution of a Member or the occurrence of any
     other event that terminates the membership of a Member,  unless,  within 90
     days  of such  event,  there  is at  least  one  remaining  Member  and the
     remaining  Members  unanimously  agree  to  continue  the  business  of the
     Company,  in which event the Company shall not be dissolved and the Company
     and the business of the Company shall be continued; provided, however, that
     if any Member is a partnership or a limited  liability  company on the date
     of such  occurrence,  the  dissolution  of such  Member  as a result of the
     dissolution,  termination,  resignation,  death,  incompetence,  removal or
     Event of Bankruptcy of a partner or member in such  partnership  or limited
     liability company, as the case may be, shall not be an event of dissolution
     of  this  Company  if the  business  of such  Member  is  continued  by its
     remaining partner(s) or member(s), as the case may be, either alone or with
     additional  partners  or  members,  and such  Member and such  partners  or
     members comply with any other applicable requirements of this Agreement; or

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

     Upon the  dissolution  of the  Company  for any  reason,  the Member  shall
proceed promptly to wind up the affairs of and liquidate the Company;  provided,
however,  that if the Notes are outstanding,  the Member shall not liquidate the
assets of the Company  securing  the Notes,  except as  permitted by the deed of
trust and  assignment of leases  pursuant to which such assets were  encumbered,
without the consent of the secured party under such document, which may continue
to exercise  all of its rights under such  document and shall have  complete and
independent ability to retain such assets until the Notes


                                       14
<PAGE>

have  been  paid in full or  otherwise  completely  discharged  pursuant  to the
Indenture. Subject to the foregoing, the Member shall have reasonable discretion
to determine  the time,  manner and terms of any sale or sales of the  Company's
property pursuant to such liquidation.

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

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

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

          (b)  second,  to the  setting up of any  reserves  which the  Managing
     Member may deem necessary or appropriate for any anticipated obligations or
     contingencies  of the  Company  arising  out of or in  connection  with the
     operation or business of the Company. Such reserves may be paid over by the
     Managing  Member to an escrow  agent or trustee  selected  by the  Managing
     Member to be disbursed by such escrow agent or trustee in payment of any of
     the aforementioned obligations or contingencies and, if any balance remains
     at the  expiration  of  such  period  as the  Managing  Member  shall  deem
     advisable,  shall be  distributed  by such  escrow  agent or trustee in the
     manner hereinafter provided;

          (c) then, to the Member.

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

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

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


                                       15
<PAGE>

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

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

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

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

     13.5 Saving Clause. If any provision of this Agreement,  or the application
of such  provision to any Person or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to Persons or
circumstances  other  than  those as to which it is held  invalid,  shall not be
affected  thereby.  If the  operation of any provision of this  Agreement  would
contravene  the  provisions  of the  Act,  such  provision  shall  be  void  and
ineffectual.

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

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

     13.8 No Membership Intended for Nontax Purposes.  The Member has formed the
Company  under  the  Act,  and  expressly  does  not  intend  hereby  to  form a
partnership, either general or limited, under the Delaware partnership laws.

     13.9 No Rights  of  Creditors  and  Third  Parties  under  Agreement.  This
Agreement is entered  into between the Company and the Member for the  exclusive
benefit of the Company,  its Member,  and their  successors and assignees.  This
Agreement  is  expressly  not  intended  for the benefit of any  creditor of the
Company  or any  other  Person.  Except  and  only  to the  extent  provided  by
applicable  statute,  no such  creditor or any third party shall have any rights
under this  Agreement or any  agreement  between the Company and the Member with
respect to any Capital Contribution or otherwise.

     13.10  General  Interpretive  Principles.  For purposes of this  Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

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


                                       16
<PAGE>

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

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

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

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

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



                                       17
<PAGE>

                                   Limited Liability Company Operating Agreement

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


                                         DVI Receivables Corp. VIII

                                         By:
                                             ------------------------------
                                         Name: Matthew E. Goldenberg
                                         Title: Assistant Treasurer


                                         DVI Receivables XIV, L.L.C.

                                         By:  DVI Receivables Corp. VIII
                                              Its Managing Member

                                         By:
                                             ------------------------------
                                         Name: Matthew E. Goldenberg
                                         Title: Assistant Treasurer