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                                                                    EXHIBIT 10.2

                                TABLE OF CONTENTS

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                                                                            PAGE
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                                    ARTICLE 1
                                   DEFINITIONS

                                    ARTICLE 2
                         CONTINUATION, PURPOSE AND TERM

2.1.  Continuation.......................................................    12
2.2.  Company Name.......................................................    12
2.3.  The Certificate....................................................    12
2.4.  Principal Place of Business........................................    13
2.5.  Term of Company....................................................    13
2.6.  Purposes...........................................................    13
2.7.  Powers.............................................................    13
2.8.  Effectiveness of this Agreement....................................    14

                                   ARTICLE 3
         CLASSES OF SHARES; ADMISSIONS OF SHAREHOLDERS; CAPITALIZATION

3.1.  Classes of Shares..................................................    16
3.2.  Additional Shareholders............................................    17
3.3.  Capital Accounts...................................................    17
3.4.  Transfer of Capital Accounts.......................................    18
3.5.  Tax Matters Partner................................................    19

                                   ARTICLE 4
                                  ALLOCATIONS

4.1.  General Rules Concerning Allocations...............................    19
4.2.  Allocations of Profits and Losses..................................    19
4.3.  Special Allocations................................................    19
4.4.  Additional Allocations.............................................    21
4.5.  Tax Allocations....................................................    21

                                   ARTICLE 5
         DISTRIBUTIONS, REDEMPTIONS AND CERTAIN PERMITTED CONVERSIONS

5.1.  Special Distributions; Distributions of Cash Flow from Operations
      or Financings......................................................    23
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5.2.  Distributions Relating to Liquidation Events.......................    23
5.3.  Priority...........................................................    23
5.4.  Payments to Shareholders for Services..............................    24
5.5.  Withholding........................................................    24

                                    ARTICLE 6
                                  SHAREHOLDERS

6.1.  Limited Liability..................................................    25
6.2.  Voting Rights of Shareholders; Authority of Board of Directors.....    25

                                    ARTICLE 7
                             DIRECTORS AND OFFICERS

7.1.  General Powers of Directors........................................    27
7.2.  Number and Term of Office of Directors.............................    28
7.3.  Officers...........................................................    29

                                    ARTICLE 8
  LIMITATIONS ON LIABILITY OF, AND INDEMNIFICATION OF, DIRECTORS AND OFFICERS.

8.1.  Limitations on Liability of, and Indemnification of, Directors
      and Officers.......................................................    29

                                    ARTICLE 9
              TRANSFERS OF INTERESTS; ADMISSION OF NEW SHAREHOLDERS

9.1.  Transfers..........................................................    30
9.2.  New Shareholders...................................................    30
9.3.  Lender Ownership Limit.............................................    30

                                   ARTICLE 10
                           DISSOLUTION AND TERMINATION

10.1. Events of Dissolution..............................................    31
10.2. Application of Assets..............................................    32
10.3. Gain or Losses in Process of Liquidation...........................    32
10.4. Procedural and Other Matters.......................................    33

                                   ARTICLE 11
                         APPOINTMENT OF ATTORNEY-IN-FACT

11.1. Appointment and Powers.............................................    33
11.2. Presumption of Authority...........................................    34
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                                   ARTICLE 12
   CERTAIN PROVISIONS RELATING TO CHANGES IN CONTROL AND BUSINESS COMBINATIONS

12.1. Definitions........................................................    34
12.2. Business Combinations..............................................    37
12.3. Exemptions.........................................................    38
12.4. Amendment..........................................................    41
12.5. Certain Determinations with Respect to this Article 12.............    41

                                   ARTICLE 13
                     VOTING RIGHTS OF CERTAIN CONTROL SHARES

13.1. Definitions........................................................    42

                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS
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<PAGE>

                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              W. P. CAREY & CO. LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

     THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the
"AGREEMENT") of W. P. CAREY & CO. LLC, a Delaware limited liability company (the
"COMPANY"), dated as of June 7, 2006, is entered into by and among those Persons
who have executed this Agreement or a counterpart hereof, or who become parties
hereto pursuant to the terms of this Agreement.

                                   WITNESSETH:

     WHEREAS, this Agreement shall constitute the Limited Liability Company
Agreement of the Company, and shall be binding upon all Persons (as defined
herein) now or at any time hereafter who are Shareholders (as defined herein).

     NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, and of other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto, intending legally
to be bound, hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Capitalized terms used in this Agreement shall have the meanings set forth
below or in the Section of this Agreement referred to below, except as otherwise
expressly indicated or limited by the context in which they appear in this
Agreement. All terms defined in this Article 1 or in the preamble to this
Agreement in the singular have the same meanings when used in the plural and
vice versa.

     "ACQUIRING PERSON" shall have the meaning set forth in Section 13.1 of this
Agreement.

     "ACT" means the Delaware Limited Liability Company Act, Del. Code Ann. tit.
6, sec.sec.18-101 et seq., as amended from time to time.

<PAGE>

     "ADJUSTED CAPITAL ACCOUNT DEFICIT" means with respect to any Shareholder,
the negative balance, if any, in such Shareholder's Capital Account as of the
end of any relevant Fiscal Year, determined after giving effect to the following
adjustments:

          (a) credit to such Capital Account any portion of such negative
     balance which such Shareholder (i) is treated as obligated to restore to
     the Company pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of
     the Treasury Regulations, or (ii) is deemed to be obligated to restore to
     the Shareholder pursuant to the penultimate sentences of Section
     1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations; and

          (b) debit to such Capital Account the items described in Sections
     1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

     "AFFILIATE" means, with respect to any Person, (i) any Person directly or
indirectly controlling, controlled by or under common control with such Person;
(ii) any Person owning or controlling 10% or more of the outstanding voting
securities of such Person; (iii) any officer, director or partner of such Person
or of any Person specified in (i) or (ii) above; and (iv) any Person in which
any officer, director or partner of any Person specified in (iii) above is an
officer, director or partner.

     "AGREEMENT" means this Amended and Restated Limited Liability Company
Agreement of the Company, as may be amended, restated, supplemented or otherwise
modified from time to time as herein provided.

     "ANNOUNCEMENT DATE" shall have the meaning set forth in Section 12.3 of
this Agreement.

     "ASSOCIATE" shall have the meanings set forth in Sections 12.1 and 13.1 of
this Agreement.

     "BENEFICIAL OWNER". shall have the meaning set forth in Section 12.1 of
this Agreement.

     "BOARD OF DIRECTORS" or "BOARD OF MANAGERS" or "BOARD". means the board on
which all of the Company's Managers sit, in their capacities as Managers.

     "BOOK GAIN" or "BOOK LOSS" means the gain or loss recognized by the Company
for Section 704(b) book purposes in any Fiscal Year by reason of any sale or
disposition with respect to any of the assets of the Company. Such Book Gain or
Book Loss shall be computed by reference to the Book Value of such property or
assets as of the date of such sale or disposition (determined in accordance with
Section 1.12 of this Agreement), rather than by reference to the tax


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basis of such property or assets as of such date, and each and every reference
herein to "GAIN" or "LOSS" shall be deemed to refer to Book Gain or Book Loss,
rather than to tax gain or tax loss, unless the context manifestly otherwise
requires.

     "BOOK VALUE" means, with respect to any asset of the Company, such asset's
adjusted basis for federal income tax purposes, except as follows:

          (a) the initial Book Value of any asset contributed by a Shareholder
     to the Company shall be the gross fair market value of such asset, without
     reduction for liabilities, as determined by the contributing Shareholder
     and the Company on the date of contribution thereof;

          (b) if the Managing Member reasonably determines that an adjustment is
     necessary or appropriate to reflect the relative economic interests of the
     Shareholders, the Book Values of all Company assets shall be adjusted in
     accordance with Sections 1.704-1(b)(2)(iv)(f) and (g) of the Treasury
     Regulations to equal their respective gross fair market values, without
     reduction for liabilities, as reasonably determined by the Managing Member,
     as of the following times:

               (1) a Capital Contribution (other than a de minimis Capital
          Contribution) to the Company by a new or existing Shareholder as
          consideration for a Share; or

               (2) the distribution by the Company to a Shareholder of more than
          a de minimis amount of Company assets as consideration for the
          repurchase of a Share; or

               (3) the liquidation of the Company within the meaning of Section
          1.704-1(b)(2)(ii)(g) of the Treasury Regulations;

          (c) the Book Value of Company assets distributed to any Shareholder
     shall be the gross fair market values of such assets (taking Section
     7701(g) of the Code into account) without reduction for liabilities, as
     reasonably determined by the Managing Member as of the date of
     distribution; and

          (d) The Book Value of Company assets shall be increased (or decreased)
     to reflect any adjustments to the adjusted basis of such assets pursuant to
     Sections 734(b) or 743(b) of the Code, but only to the extent that such
     adjustments are taken into account in determining Capital Accounts pursuant
     to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations (as set forth
     in Section 3.3); provided, however, that Book Values shall not be adjusted
     pursuant to this paragraph (d) to the extent the Managing Member reasonably
     determines that an adjustment pursuant to paragraph (b) above is


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     necessary or appropriate in connection with a transaction that would
     otherwise result in an adjustment pursuant to this paragraph (d).

     At all times, Book Value shall be adjusted by any Depreciation taken into
account with respect to the Company's or a CPA(R) Partnership's assets for
purposes of computing Profit and Loss.

     "BUSINESS COMBINATION" shall have the meaning set forth in Section 12.1 of
this Agreement.

     "BYLAWS" means the bylaws of the Company, as amended from time to time,
governing various aspects of the operation of the Company and the rights and
obligations of its Shareholders, Board of Directors, officers and other agents.
The Bylaws shall be deemed an amendment and supplement to and part of this
Agreement after they are adopted by the Board of Directors in accordance with
Section 7.1(a). All provisions of the Bylaws not inconsistent with law or this
Agreement shall be valid and binding.

     "CAPITAL ACCOUNT" shall have the meaning ascribed thereto in Section 3.3 of
this Agreement.

     "CAPITAL CONTRIBUTIONS" means the total amount of cash and the fair market
value of other property contributed to the Company by the Shareholders.

     "CAPITAL TRANSACTIONS" means (a) any sale, exchange, taking by eminent
domain, damage, destruction or other disposition of all or any part of the
assets of the Company, other than tangible personal property disposed of in the
ordinary course of business; or (b) any financing or refinancing of any Company
indebtedness; provided, that the receipt by the Company of Capital Contributions
shall not constitute Capital Transactions.

     "CERTIFICATE" means the "CERTIFICATE OF FORMATION" of the Company, as
originally filed with the office of the Secretary of State of the State of
Delaware, as amended, restated, supplemented or otherwise modified from time to
time as herein provided.

     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, and any subsequent federal law of similar import, and, to the extent
applicable, any Treasury Regulations promulgated thereunder.

     "COMPANY" means the limited liability company heretofore formed and
continued hereby in accordance with this Agreement by the parties hereto, as
such limited liability company may from time to time be constituted.

     "COMPANY INTEREST" means a limited liability company interest in the
Company, and, if the context so allows, the percentage of a limited liability


                                      B-7

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company interest as compared to all of the aggregate Capital Accounts of all
Shareholders (as such percentage may be changed from time to time to reflect
adjustments as provided for in this Agreement); it being understood and agreed
that this term shall not be deemed to apply to any debt incurred by the Company
(directly or indirectly), including but not limited to through custodial, trust,
or similar or other arrangements.

     "CONSENT" means either the consent given by vote at a duly called and held
meeting or the prior written consent, as the case may be, of a Person to do the
act or thing for which the consent is solicited, or the act of granting such
consent, as the context may require.

     "CONTROL SHARES" shall have the meaning set forth in Section 13.1 of this
Agreement.

     "CPA(R) PARTNERSHIP" means Corporate Property Associates, a California
limited partnership, Corporate Property Associates 4, a California limited
partnership, Corporate Property Associates 6, a California limited partnership,
Corporate Property Associates 9, L.P., a Delaware limited partnership or any of
them.

     "DEPRECIATION" means, for each Fiscal Year, an amount equal to the
depreciation, amortization or other cost recovery deduction allowable with
respect to an asset for such year or other period for federal income tax
purposes; provided, that if the Book Value of an asset differs from its adjusted
basis for federal income tax purposes at the beginning of any such year or other
period, Depreciation shall be an amount that bears the same relationship to the
Book Value of such asset as the depreciation, amortization, or other cost
recovery deduction computed for federal income tax purposes with respect to such
asset for the applicable period bears to the adjusted tax basis of such asset at
the beginning of such period, or if such asset has a zero adjusted tax basis,
Depreciation shall be an amount determined under any reasonable method selected
by the Board of Directors.

     "DETERMINATION DATE" shall have the meaning set forth in Section 12.3 of
this Agreement.

     "DIRECTOR" shall have the same meaning as Manager.

     "DISTRIBUTION PAYMENT DATE" means each such date as the Board of Directors
shall declare for a distribution to Shareholders.

     "ENTITY" means any general partnership, limited partnership, corporation,
joint venture, trust, limited liability company, limited liability partnership,
business trust, cooperative, or association. An Entity may or may not be an
Affiliate of the Company or of a Company Affiliate.


                                      B-8

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     "FISCAL YEAR" means the fiscal year of the Company and shall be the same as
its taxable year, which shall be the calendar year unless otherwise determined
by the Board of Directors in accordance with the Code.

     "FIVE YEAR TOLLING PERIOD" shall have the meaning set forth in Section 12.2
of this Agreement.

     "FUTURE SHARES" shall have the meaning set forth in Section 3.1 of this
Agreement.

     "INDEPENDENT DIRECTOR" means a Director of the Company who, in the opinion
of the Board of Directors of the Company, is free from any relationship that
would interfere with the exercise of independent judgment. A Director of the
Company who is an Affiliate of the Company or an officer or employee of the
Company or its Subsidiaries or Affiliates would not qualify as an Independent
Director.

     "INTERESTED SHARES" shall have the meaning set forth in Section 13.1 of
this Agreement.

     "INTERESTED PARTY" shall have the meaning set forth in Section 12.1 of this
Agreement.

     "LIMITED PARTNER" means a limited partner of a CPA Partnership.

     "LISTED SHAREHOLDERS" means the holders of Listed Shares.

     "LISTED SHARES" shall have the meaning set forth in Section 3.1 of this
Agreement.

     "MANAGERS" means those individuals serving on the Board of Directors of the
Company, including successor or additional Managers duly elected in accordance
with the terms of this Agreement in their capacities as "MANAGERS" of the
Company within the meaning of the Act.

     "MARKET VALUE" shall have the meaning set forth in Section 12.1 of this
Agreement.

     "MEMBERS" means all Persons who become Members as herein provided and who
are listed as members of the Company in the books and records of the Company, in
such Persons' capacity as "MEMBERS" of the Company within the meaning of the
Act.

     "NONRECOURSE DEDUCTIONS" has the meaning set forth in Sections
1.704-2(b)(1) and 1.704-2(c) of the Treasury Regulations.


                                      B-9

<PAGE>

     "NONRECOURSE LIABILITIES" has the meaning set forth in Section
1.704-2(b)(3) of the Treasury Regulations.

     "PARTNER MINIMUM GAIN" means an amount, with respect to each Partner
Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if
such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

     "PARTNER NONRECOURSE DEBT" has the meaning set forth in Treasury
Regulations Section 1.704-2(b)(4).

     "PARTNER NONRECOURSE DEDUCTIONS" has the meaning set forth in Treasury
Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt for a Company taxable year
shall be determined in accordance with the rules of Treasury Regulations Section
1.704-2(i)(2).

     "PARTNERSHIP MINIMUM GAIN" has the meaning set forth in Treasury
Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain,
as well as any net increase or decrease in a Partnership Minimum Gain, for a
Company taxable year shall be determined in accordance with the rules of
Treasury Regulations.

     "PERMITTED SELLING EXPENSES" means the out-of-pocket expenses actually
incurred directly by a CPA(R) Partnership in the course of selling a particular
Property, or by securing such Property; or, if no such actual sale has occurred
in the case in question, the out-of-pocket expenses which would have been
incurred directly by such CPA(R) Partnership (based on local conditions and
practices existing at the time) had such CPA(R) Partnership sold a particular
Property.

     "PERSON" means any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors, and assigns of such Person
where the context so admits.

     "PROFIT" and "LOSS" means, for each Fiscal Year or other period for which
allocations to Shareholders are made, an amount equal to the Company's taxable
income or loss for such year or period, determined in accordance with Section
703(a) of the Code (provided, that for this purpose, all items of income, gain,
loss, or deduction required to be stated separately pursuant to Section
703(a)(1) of the Code shall be included in taxable income or loss), with the
following adjustments:

          (a) Any income of the Company that is exempt from federal income tax
     and not otherwise taken into account in computing Profit or Loss pursuant
     to this provision shall be added to such taxable income or loss;


                                      B-10

<PAGE>

          (b) Any expenditure of the Company described in Section 705(a)(2)(B)
     of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant
     to Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and not
     otherwise taken into account in computing Profit or Loss pursuant to this
     provision, shall be subtracted from such taxable income or loss;

          (c) Book Gain or Book Loss from a Capital Transaction shall be taken
     into account in lieu of any tax gain or tax loss recognized by the Company
     by reason of such Capital Transaction; and

          (d) In lieu of the depreciation, amortization, and other cost recovery
     deductions taken into account in computing such taxable income or loss,
     there shall be taken into account Depreciation for such Fiscal Year or
     other period, computed as provided in this Agreement.

     If the Company's taxable income or loss for such Fiscal Year or other
period, as adjusted in the manner provided above, is a positive amount, such
amount shall be the Company's Profit for such Fiscal Year or other period; and
if a negative amount, such amount shall be the Company's Loss for such Fiscal
Year or other period.

     "PROPERTY" means the land and the buildings thereon which the Company or a
CPA(R) Partnership owns at a particular time.

     "RELATIVE" means, with respect to any Person, any parent, spouse, brother,
sister, or natural or adopted lineal descendant or spouse of such descendant of
such Person.

     "SALE" means the sale or other disposition of a Partnership Property to a
third party which is unaffiliated with the current CPA(R) Partnership (or
respective general partner) owning such Property; provided, however, that this
term shall not include the pledge, mortgage or encumbrance of a Property, or of
any interest therein, in connection with the financing, refinancing or other
leveraging of such Property or otherwise or any assignment of any leases or
rents related to such Property.

     "SHAREHOLDERS" means all Persons who hold Shares, and shall have the same
meaning as the word "MEMBERS".

     "SHARES" means Company Interests and includes Listed Shares and Future
Shares.

     "SUBSIDIARY" shall have the meaning set forth in Section 12.1 of this
Agreement.


                                      B-11

<PAGE>

     "TAX MATTERS PARTNER" shall have the meaning ascribed thereto in Section
3.5 of this Agreement.

     "TRANSFER" (or "TRANSFERRED") means to give, sell, assign, devise,
bequeath, or otherwise dispose of, transfer, or permit to be transferred, during
life or at death. The word "TRANSFER," when used as a noun, shall mean any
Transfer transaction.

     "TRANSFEREE" means any Person to whom Shares are Transferred by a
Shareholder for any reason or by any means.

     "TREASURY REGULATIONS" means the federal income tax regulations, including
any temporary or proposed regulations, promulgated under the Code, as such
Treasury Regulations may be amended from time to time (it being understood that
all references herein to specific sections of the Treasury Regulations shall be
deemed also to refer to any corresponding provisions of succeeding Treasury
Regulations).

     "VALUATION DATE" shall have the meaning set forth in Section 12.3 of this
Agreement.

     "WORKING CAPITAL RESERVES" means funds held in reserves which are
maintained as working capital for the Company and available for any
contingencies relating to the ownership of the Property and the operation of the
Company. Amounts held in the Working Capital Reserves may at any time, in the
discretion of the Board of Directors, be added to the liquidation proceeds
allocable to the respective Shares (depending upon the characterization of such
amounts when received by the Company), but may not be otherwise removed from the
respective Working Capital Reserves.

                                    ARTICLE 2
                         CONTINUATION, PURPOSE AND TERM

     2.1. Continuation. The parties hereto hereby agree to continue the limited
liability company known as W. P. Carey & Co. LLC, as a limited liability company
under the provisions of the Act.

     2.2. Company Name. The name of the Company is "W. P. CAREY & CO. LLC." The
business of the Company shall be conducted under such name or such other names
as the Board of Directors or the Shareholders may from time to time determine on
and pursuant to the terms of this Agreement.

     2.3. The Certificate. The Managing Member, and any other Person designated
as such by the Board of Directors, shall be an "AUTHORIZED PERSON"


                                      B-12

<PAGE>

within the meaning of the Act and is hereby authorized to execute, file and
record all such certificates and documents, including amendments to the
Certificate, and to do such other acts as may be appropriate to comply with all
requirements for the formation, continuation, and operation of a limited
liability company, the ownership of property, and the conduct of business under
the laws of the State of Delaware and any other jurisdiction in which the
Company may own property or conduct business.

     2.4. Principal Place of Business. The principal place of business shall be
located at 50 Rockefeller Plaza, New York, New York 10020, or at such location
as may hereafter be determined by the Board of Directors. The principal business
office, as well as the registered office and the registered agent, of the
Company may be changed by the Board of Directors from time to time in accordance
with the then applicable provisions of the Act and any other applicable laws, as
well as the terms and conditions of this Agreement.

     2.5. Term of Company. The term of the Company commenced on the date of the
filing of the Certificate and shall continue until the Company is dissolved
pursuant to the provisions of Article 10 hereof.

     2.6. Purposes. The purposes of the Company are (a) to own and invest in or
engage in activities related to investment in net leased properties (including,
without limitation, industrial, commercial, retail and warehouse distribution
properties); provided, however, that the investment criteria shall be
established by the Board of Directors from time to time in its sole discretion
subject to the requirement that such criteria be consistent with the purposes of
the Company; (b) to acquire, own and dispose of general and limited partner
interests, and stock, warrants, options or other equity interests in Entities,
and to exercise all rights and powers granted to the owner of any such
interests; (c) to invest in any type of investment and to engage in any other
lawful act or activity for which limited liability companies may be formed under
the Act, and by such statement all lawful acts and activities shall be within
the purposes of the Company, except for express limitations, if any; (d) to
engage in any other activities relating to, and compatible with, the purposes
set forth above; and (e) to take such other actions, or do such other things, as
are necessary or appropriate (in the sole discretion of the Board of Directors)
to carry out the provisions of this Agreement.

     2.7. Powers. In furtherance of its purposes, but subject to all of the
provisions of this Agreement, the Company shall have the power and is hereby
authorized to (a) invest (at any time during the term of the Company) in real
property for the purpose of engaging in net lease transactions with respect
thereto and in other assets which are designed to accomplish the foregoing
purpose or in any manner consistent with the Company's then-existing investment
criteria and objectives, and to reinvest the proceeds (to the extent permitted
by this Agreement) of any Sales by the Company of Company assets; (b) act as
general or limited


                                      B-13

<PAGE>

partner, member, joint venturer, manager or shareholder of any Entity, and to
exercise all of the powers, duties, rights and responsibilities associated
therewith; (c) take any and all actions necessary, convenient or appropriate as
the holder of any such interests or positions; (d) make mortgage loans; (e)
operate, purchase, maintain, finance, improve, own, sell, convey, assign,
mortgage, lease, construct, demolish or otherwise dispose of any real property
or personal property that may be necessary, convenient or incidental to the
accomplishment of the purposes of the Company; (f) borrow money and issue
evidences of indebtedness in furtherance of any or all of the purposes of the
Company, and secure the same by mortgage, pledge or other lien or encumbrance on
any assets of the Company; (g) invest any funds of the Company pending
distribution or payment of the same pursuant to the provisions of this
Agreement; (h) prepay in whole or in part, refinance, recast, increase, modify
or extend any indebtedness of the Company and, in connection therewith, execute
any extensions, renewals or modifications of any mortgage or security agreement
securing such indebtedness; (i) enter into, perform and carry out contracts of
any kind, including, without limitation, contracts with any Person affiliated
with any of the Shareholders, necessary to, in connection with or incidental to
the accomplishment of the purposes of the Company; (j) establish reserves for
capital expenditures, working capital, debt service taxes, assessments,
insurance premiums, repairs, improvements, depreciation, depletion, obsolescence
and general maintenance of buildings or other property out of the rents, profits
or other income received; (k) employ or otherwise engage employees, managers,
contractors, advisors and consultants, and pay reasonable compensation for such
services, and enter into employee benefit plans of any type; (l) purchase or
repurchase Shares from any Person for such consideration as the Board of
Directors may determine in its reasonable discretion (whether more or less than
the original issuance price of such Share or the then trading price of such
Share); (m) enter into rights plans or other plans relating to Shares, options
or bonuses, and to issue Shares, options or warrants thereunder (or other
derivatives relating thereto) for any consideration (even if such consideration
is less than the market value of such Shares); and (n) do such other things and
engage in such other activities as may be necessary, convenient or advisable
with respect to the conduct of the business of the Company, and have and
exercise all of the powers and rights conferred upon limited liability companies
formed pursuant to the Act.

     2.8. Effectiveness of this Agreement. This Agreement shall govern the
operations of the Company and the rights and restrictions applicable to the
Shareholders, to the extent permitted by law. Pursuant to Section 18-101(7)(a)
of the Act, all Persons who become holders of Shares in the Company shall be
bound by the provisions of this Agreement and shall be admitted as Members. The
acceptance by a Person of a certificate issued to such Person evidencing the
Shares acquired in connection with the Consolidation and the acceptance by a
Person of a certificate issued to such Person evidencing the acquisition of
Shares from the Company or another Shareholder shall be deemed to constitute a
direction to the


                                      B-14

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Managing Member to execute this Agreement on such Person's behalf and a request
that the records of the Company reflect such admission; and shall be deemed to
be a sufficient act to comply with the requirements of Section 18-101(7)(a) of
the Act and to so cause that Person to become a Shareholder and to bind that
Person to the terms and conditions of this Agreement (and to entitle that Person
to the rights of a Shareholder hereunder).


                                      B-15

<PAGE>

                                   ARTICLE 3
          CLASSES OF SHARES; ADMISSIONS OF SHAREHOLDERS; CAPITALIZATION

     3.1. Classes of Shares.(a) The Company shall have the authority to issue
the following classes and Series of Shares:

               (i) Shares which are designated "Listed Shares";

               (ii) One or more other classes or series of Shares, as to which
          the Board of Directors shall have the exclusive authority, by
          resolution or resolutions providing for the issuance of Shares or of a
          particular class or series thereof, to fix and determine the voting
          powers, full or limited or no voting power, and such designations,
          preferences, and relative, participating, optional or other special
          rights, and qualifications, limitations, or restrictions thereof, as
          may be desired by the Board of Directors from time to time, to the
          fullest extent now or hereafter permitted by the laws of the State of
          Delaware (collectively, all such other classes and series to be
          referred to as the "FUTURE SHARES").

          (b) Each Share shall have the rights and be governed by the provisions
     set forth in this Agreement or in the resolutions of the Board of Directors
     authorizing the issuance by the Company of such Shares; and none of such
     Shares shall have any preemptive rights, or give the holders thereof any
     rights to convert into any other securities of the Company, or give the
     holders thereof any cumulative voting rights, except as specifically set
     forth herein or in such resolutions. Except as otherwise provided herein or
     in a resolution of the Board of Directors, each Shareholder shall be
     entitled to one vote for each Share held by such Shareholder.

          (c) The Board of Directors may cause the Company to issue such numbers
     of Listed Shares and Future Shares from time to time as the Board of
     Directors may determine in its sole discretion, and the number of such
     Shares is not limited.

          (d) If the Board of Directors determines that it is necessary or
     desirable to amend this Agreement or to make any filings under the Act or
     otherwise in order to reference the existence or creation of a class or
     series of Future Shares, the Board of Directors may cause such amendments
     and filings to be made, which filings might take the form of amendments to
     the Certificate; provided, however, that, unless specifically required by
     the Act or this Agreement, no approval or consent of any Shareholders shall
     be required in connection with the making of any such filing or amendment.


                                      B-16

<PAGE>

          (e) The Board of Directors, without any Consent of any Shareholder
     required, may effect a split or reverse split of Shares of any Series or
     class, by adopting a resolution therefor. If the Board of Directors
     determines that it is necessary or desirable to make any filings under the
     Act or otherwise in order to reference the existence of such a split or
     reverse split, the Board of Directors may cause such filings to be made,
     which filings might take the form of amendments to the Certificate;
     provided, however, that, unless specifically required by the Act or this
     Agreement, no approval or consent of any Shareholders shall be required in
     connection with the making of any such filing.

          (f) Notwithstanding any other provisions of this Agreement, the Board
     of Directors may, without the consent of any Shareholder, amend this
     Agreement to the extent required to allow the Board of Directors to
     exercise the powers granted to it by this Section 3.1.

     3.2. Additional Shareholders. In the event that the Board of Directors
determines that additional funds are required by the Company for any Company
purpose, or that the Company should for any reason seek to raise additional
capital or acquire Property, the Board may cause the Company to sell Future
Shares for a price equal to what the Board of Directors determines to be the
fair value of such Shares, in exchange for cash, other property, services or any
other lawful consideration to be received by the Company in consideration of
such Shares (to be valued by the Board of Directors in its discretion), or may
cause the Company to obtain funds as a loan from any third party upon such terms
and conditions as the Board of Directors deems appropriate, or any combination
thereof from time to time. The Capital Contribution of any such additional
Shareholders shall be specified by the Board of Directors at the time of
admission of such additional Shareholders.

     3.3. Capital Accounts. A separate capital account (a "CAPITAL ACCOUNT")
shall be established and maintained for each Shareholder, including any
substitute or additional Shareholder who shall hereafter acquire a Company
Interest, in accordance with the following provisions:

          (a) To each Shareholder's Capital Account there shall be credited the
     amount of cash and fair market value of the property actually or deemed to
     be contributed to the Company by such Shareholder pursuant to Section 3.2
     hereof, such Shareholder's allocable share of Profit, and the amount of any
     Company liabilities that are assumed by such Shareholder or that are
     secured by any Company property distributed to such Shareholder.

          (b) To each Shareholder's Capital Account there shall be debited the
     amount of cash and the fair market value of any Company property
     distributed or deemed distributed to such Shareholder pursuant to


                                      B-17

<PAGE>

     any provision of this Agreement, such Shareholder's allocable share of
     Loss, and the amount of any liabilities of such Shareholder that are
     assumed by the Company or that are secured by any property contributed by
     such Shareholder to the Company.

          (c) If any asset of the Company is distributed in kind, the Company
     shall be deemed to have realized Profit or Loss thereon in the same manner
     as if the Company had sold such asset for an amount equal to the greater of
     (i) the fair market value of such asset, or (ii) the fair market value of
     any nonrecourse debts to which such asset is then subject, in each case as
     determined by the Board of Directors. If at any time after the date of this
     Agreement, the Book Value of any Company asset is adjusted pursuant to the
     last sentence of the definition of Book Value set forth in Article 1
     hereof, the Capital Accounts of all Shareholders shall be adjusted
     simultaneously to reflect the aggregate net adjustments, as if the Company
     recognized Profit or Loss equal to the respective amounts of such aggregate
     net adjustments.

          (d) The provisions of this Agreement relating to the maintenance of
     Capital Accounts are intended to comply with Section 1.704-1(b)(2)(iv) and
     1.704-2 of the Treasury Regulations, and shall be interpreted and applied
     in a manner consistent with such Treasury Regulations.

          (e) A Shareholder shall not be entitled to withdraw any part of its
     Capital Account or to receive any distributions from the Company, except as
     provided in Article 5 hereof, nor shall a Shareholder be entitled to make
     any loan or Capital Contribution to the Company other than as expressly
     provided herein. No loan made to the Company by any Shareholder shall
     constitute a capital contribution to the Company.

          (f) No Shareholder shall have any liability for the return of the
     Capital Contribution of any other Shareholder. A Shareholder who has more
     than one class of interest in the Company may have a separate Capital
     Account for each different class of interest owned.

     3.4. Transfer of Capital Accounts. The original Capital Account established
for each Transferee shall be in the same amount as the Capital Account or
portion thereof of the Shareholder which such Transferee succeeds, at the time
such Transferee is admitted to the Company. The Capital Account of any
Shareholder whose Company Interest shall be increased by means of the Transfer
to it of all or part of the Shares of another Shareholder shall be appropriately
adjusted to reflect such Transfer. Any reference in this Agreement to a Capital
Contribution of, or distribution to, a then-Shareholder shall include a Capital


                                      B-18

<PAGE>

Contribution or distribution previously made by or to any prior Shareholder on
account of the Shares of such then-Shareholder.

     3.5. Tax Matters Partner. The Managing Member shall be the Company's "TAX
MATTERS PARTNER" (as such term is defined in Section 6231(a)(7) of the Code),
with all of the powers that accompany such status (except as otherwise provided
in this Agreement). Promptly following the written request of the Tax Matters
Partner, the Company shall, to the fullest extent permitted by law, reimburse
and indemnify the Tax Matters Partner for all reasonable expenses, including
reasonable legal and accounting fees, claims, liabilities, losses and damages
incurred by the Tax Matters Partner in connection with any administrative or
judicial proceeding with respect to the tax liability of the Shareholders. The
provisions of this Section 3.5 shall survive the termination of the Company and
shall remain binding on the Shareholders for as long a period of time as is
necessary to resolve with the Internal Revenue Service any and all matters
regarding the federal income taxation of the Company or the Shareholders.

                                   ARTICLE 4
                                  ALLOCATIONS

     4.1. General Rules Concerning Allocations. Within 45 days after the end of
each calendar month, the Company shall conduct an interim closing of books as of
the end of the last day of that calendar month. On the basis of the closing of
the books for each calendar month, Profit and Loss for such month shall be
determined in accordance with the accounting methods followed by the Company for
federal income tax purposes.

     4.2. Allocations of Profits and Losses. All allocations to the Shareholders
of items included within the Company's Profits and Losses attributable to each
calendar month shall be allocated solely among the Shareholders recognized as
Shareholders as of the last day of that calendar month, as follows:

          (a) The Profits and Losses shall be allocated to the holders of
     Shares.

          (b) The Tax Matters Partner is authorized to make reasonable
     determinations regarding the allocation of Profit and Loss under this
     Section 4.2, including determinations relating to the calculation of Profit
     or Loss, and such other items of the Company's income, gain, loss,
     deduction and credit as may be appropriate to carry out the intent of this
     Section 4.2.

     4.3. Special Allocations. (a) Notwithstanding any other provision of this
Agreement, to the extent an allocation of Profit or Loss or any item thereof to
any


                                      B-19

<PAGE>

Shareholder pursuant to Sections 4.1 or 4.2 of this Agreement would be in
violation of the requirements of the Treasury Regulations under Section 704(b)
of the Code, the Tax Matters Partner shall comply with the requirements of such
Treasury Regulations and adjust such allocations to comply with such
requirements in a manner that will, in the reasonable judgment of the Tax
Matters Partner, have the least effect on the amounts to be allocated and
distributed under this Agreement. The Shareholders agree that if this Section
4.3 becomes applicable, the Tax Matters Partner is authorized to review and
adjust the allocations made pursuant to Sections 4.1 or 4.2 of this Agreement.

          (b) Qualified Income Offset. In the event a Shareholder unexpectedly
     receives any adjustment, allocation or distribution described in Treasury
     Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes or
     increases an Adjusted Capital Account Deficit, items of Profit shall be
     specially allocated to such Shareholder so as to eliminate such negative
     balance as quickly as possible. This subparagraph is intended to constitute
     a "qualified income offset" under Section 1.704-1(b)(2)(ii)(d) of the
     Regulations and shall be interpreted consistently therewith.

          (c) Minimum Gain Chargeback (Nonrecourse Liabilities). Except as
     otherwise provided in Section 1.704-2(f) of the Regulations, if there is a
     net decrease in Partnership Minimum Gain for any Fiscal Year, each
     Shareholder shall be specially allocated items of Company income and gain
     for such year (and, if necessary, subsequent years) in an amount equal to
     such Shareholder's share of the net decrease in Partnership Minimum Gain to
     the extent required by Treasury Regulations Section 1.704-2(f). The items
     to be so allocated shall be determined in accordance with Sections
     1.704-2(f) and (j)(2) of the Treasury Regulations. This subparagraph is
     intended to comply with the minimum gain chargeback requirement in said
     section of the Treasury Regulations and shall be interpreted consistently
     therewith. Allocations pursuant to this subparagraph shall be made in
     proportion to the respective amounts required to be allocated to each
     Shareholder pursuant hereto.

          (d) Partner Minimum Gain Chargeback. Except as otherwise provided in
     Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net
     decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt
     during any Fiscal Year, each Shareholder who has a share of the Partner
     Minimum Gain attributable to such Partner Nonrecourse Debt, determined in
     accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be
     specially allocated items of Partnership income and gain for such year
     (and, if necessary, subsequent years) in an amount equal to that
     Shareholder's share of the net decrease in the Partner Minimum Gain
     attributable to such Partner Nonrecourse Debt to the extent and in the
     manner required by Section 1.704-2(i) of the Treasury


                                      B-20

<PAGE>

     Regulations. The items to be so allocated shall be determined in accordance
     with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations.
     This subparagraph is intended to comply with the minimum gain chargeback
     requirement with respect to Partner Nonrecourse Debt contained in said
     section of the Treasury Regulations and shall be interpreted consistently
     therewith. Allocations pursuant to this subparagraph shall be made in
     proportion to the respective amounts to be allocated to each Shareholder
     pursuant hereto.

          (e) Nonrecourse Deductions. Partner Nonrecourse Deductions for any
     Fiscal Year or other applicable period with respect to a Partner
     Nonrecourse Debt shall be specially allocated to the Shareholders that bear
     the economic risk of loss for such Partner Nonrecourse Debt (as determined
     under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury
     Regulations).

     4.4. Additional Allocations. (a) The Tax Matters Partner, in order to
preserve uniformity of Shares within a class, in its sole discretion, may make a
special allocation of items of Company income, gain, loss or deduction but only
if such allocations would not have a material adverse effect on the Shareholders
and if they are consistent with the principles of Section 704 of the Code.

          (b) If, and to the extent that any Shareholder is deemed to recognize
     income as a result of any transaction between such Shareholder and the
     Company resulting from a compensatory transfer of Shares by the Company to
     such Shareholder or pursuant to Sections 482, 483, 1272-1274 and 7872 of
     the Code, or any similar provision now or hereafter in effect, any
     corresponding loss or deduction (or if unavailable, the next available loss
     or deduction) of the Company shall be allocated to the Shareholder who was
     charged with such income.

          (c) Adjustments to the Capital Accounts of Shareholders with respect
     to an adjustment to the Tax Basis of any asset of the Company pursuant to
     Section 734(b) or Section 743(b) of the Code shall be made in accordance
     with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

     4.5. Tax Allocations. (a) For federal income tax purposes, except as
otherwise provided in this Section 4.5, each item of Profit, gain, Loss and
deduction of the Company shall be allocated among the Shareholders in the same
proportion as the corresponding items are allocated pursuant to Sections 4.2,
4.3 and 4.4 hereof.

          (b) In the event that the Book Value of any asset contributed to and
     held by the Company differs from its basis for federal income tax


                                      B-21

<PAGE>

     purposes ("TAX BASIS"), allocations of income, gain, loss or deduction with
     respect to such asset shall, solely for tax purposes, be allocated among
     the Shareholders so as to take account of any variation between Book Value
     and Tax Basis in accordance with the provisions of Section 704(c) of the
     Code and Treasury Regulations thereunder. The Tax Matters Partner may elect
     any reasonable method or methods for making such allocations.

          (c) If the Book Value of any asset of the Company is adjusted pursuant
     to Section 0 hereof, subsequent allocations of Profit, gain, Loss and
     deductions with respect to such asset shall take into account any variation
     between Book Value and Tax Basis in accordance with the provisions of
     Section 704(c) of the Code and Treasury Regulations thereunder.

     The Tax Matters Partner shall have the sole discretion to make special
allocations of items of income, gain, loss and deductions that are consistent
with the principles of Section 704(c) of the Code and to amend the provisions of
this Agreement (without Shareholder action, notwithstanding Section 14.D of this
Agreement), as appropriate, to reflect the proposal or promulgation of Treasury
Regulations under Subchapter K of the Code. The Tax Matters Partner may adopt
and employ such methods for (A) the maintenance of capital accounts for book and
tax purposes, (B) the determination and allocation of adjustments under Sections
704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable
income, tax loss and items thereof under this Agreement and pursuant to the
Code, (D) the determination of the identities and tax classification of
Shareholders, (E) the provision of tax information and reports to the
Shareholders, (F) the adoption of reasonable conventions and methods for the
valuation of assets and the determination of tax basis, (G) the allocation of
asset values and Tax Basis, (H) conventions for the determination of
depreciation, cost recovery and amortization deductions and the adoption and
maintenance of accounting methods, (I) the recognition of the transfer of
Shares, (J) tax compliance and other tax-related requirements, including without
limitation, the use of computer software, and to use filing and reporting
procedures similar to those employed by publicly-traded partnerships and limited
liability companies, as it determines in its sole discretion are necessary and
appropriate to execute the provisions of this Agreement and to comply with
federal, state and local tax law, and to achieve uniformity of Shares within a
class. The Tax Matters Partner shall be indemnified and held harmless by the
Company for any expenses, penalties or other liabilities arising as a result of
decision made in good faith on any of the matters referred to in the preceding
sentence. If the Tax Matters Partner determines, based on advice of counsel,
that no reasonable allowable convention or other method is available to preserve
the uniformity of Shares within a class, or the Tax Matters Partner in its
discretion so elects, Shares may be separately identified as distinct classes to
reflect differences in tax consequences.


                                      B-22

<PAGE>

                                   ARTICLE 5
          DISTRIBUTIONS, REDEMPTIONS AND CERTAIN PERMITTED CONVERSIONS

     5.1. Special Distributions; Distributions of Cash Flow from Operations or
Financings. This Section 5.1 (except for Section 5.1(b)) applies only to
distributions other than distributions upon the liquidation of the Company (such
subject being governed by Section 5.2 of this Agreement).

          (a) If the Board of Directors declares a distribution payable on a
     Distribution Date, then the holders of Shares shall be entitled to receive
     all such distributions which the Board has declared, with each holder of
     Listed Shares entitled to receive a pro-rata portion (with reference to the
     number of Listed Shares then-held by such holder of Listed Shares and the
     total number of Listed Shares then-held by all Persons) of such available
     distributions.

          (b) Notwithstanding any other provision of this Agreement, neither the
     Company, nor the Board of Directors on behalf of the Company, shall make a
     distribution to any Shareholder on account of its Shares if such
     distribution would violate the Act or other applicable law.

     5.2. Distributions Relating to Liquidation Events. Upon the dissolution,
liquidation or winding-up of the Company, after satisfaction of all of the
Company's liabilities (whether by payment or the making of reasonable provision
for payment therefor), each Shareholder shall be entitled to receive out of the
assets of the Company, an amount in cash or in kind equal to the sum of (A) its
pro-rata portion of all accrued and unpaid distributions on the Shares; plus (B)
its pro-rata portion of any remaining assets of the Company.

     No distribution shall be made to any holder of Listed Shares that would
result in such holder having a deficit balance in its Capital Account until such
time as the balance of each such holder's Capital Account is zero.

     A consolidation or merger of the Company with or into any other Entity, or
a sale, lease or exchange of any or all assets of the Company in consideration
for the issuance of equity securities of another Entity, shall not be deemed to
be a dissolution, liquidation or winding up of the Company, provided that the
consolidation, merger, sale, lease or exchange has been approved by the majority
vote of the Shareholders voting together as one class.

     5.3. Priority. Notwithstanding any other provision of this Agreement, it is
specifically acknowledged and agreed by each Shareholder that the Company's
failure to pay any amounts to such Shareholder, whether as a distribution,
redemption payment or otherwise, even if such payment is specifically required
hereunder, shall not give such Shareholder creditor status with regard to such


                                      B-23

<PAGE>

unpaid amount; but rather, such Shareholder shall be treated only as a
Shareholder of whatever class such Person is a Shareholder, and not as a
creditor, of the Company. This Section 5.3 is, as permitted by Section 18-606 of
the Act, intended to override the provisions of Section 18-606 of the Act
relating to a member's status and remedies as a creditor, to the extent that
such provisions would be applicable in the absence of this Section 5.3.

     5.4. Payments to Shareholders for Services. Any payments by the Company to
a Shareholder for services rendered to or on behalf to the Company shall be
treated as guaranteed payments for services under Section 707(c) of the Code.

     5.5. Withholding. (a) With respect to any withholding tax or other similar
tax liability or obligation to which the Company may be subject as a result of
any act or status of any Shareholder or to which the Company becomes subject
with respect to any Share, the Company shall have the right to withhold amounts
distributable to such Shareholder or with respect to such Shares, to the extent
of the amount of such withholding tax or other similar tax liability or
obligation, pursuant to the provision contained in Section 5.5(b).

          (b) Each Shareholder hereby authorizes the Company to withhold from,
     or pay on behalf of or with respect to such Shareholder any amount of
     federal, state, local or foreign taxes that the Managing Member determines
     that the Company is required to withhold or pay with respect to any amount
     distributable or allocable to such Shareholder pursuant to this Agreement,
     including, without limitation, any taxes required to be withheld or paid by
     the Company pursuant to Sections 1441, 1442, 1445 or 1446 of the Code. Any
     amount paid on behalf of or with respect to a Shareholder shall constitute
     a loan by the Company to such Shareholder, which loan shall be repaid by
     such Shareholder within fifteen (15) days after notice from the Managing
     Member that such payment must be made unless (i) the Company withholds such
     payment from a distribution which would otherwise be made to the
     Shareholder; or (ii) the Managing Member determines, in its sole and
     absolute discretion, that such payment may be satisfied out of the
     available funds of the Company which would, but for such payment, be
     distributed to the Shareholder. Any amounts withheld pursuant to the
     foregoing clauses (i) or (ii) shall be treated as having been distributed
     to such Shareholder. In the event that a Shareholder fails to pay when due
     any amounts owed to the Company pursuant to this Section 5.5(b), the
     Managing Member, in its sole and absolute discretion, may elect to make the
     payment to the Company on behalf of such defaulting Shareholder, and in
     such event shall be deemed to have loaned such amount to such defaulting
     Shareholder and shall succeed to all rights and remedies of the Company as
     against such defaulting Shareholder.


                                      B-24

<PAGE>

                                    ARTICLE 6
                                  SHAREHOLDERS

     6.1. Limited Liability. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the Shareholders shall not be obligated personally for any such
debt, obligation or liability of the Company solely by reason of being a
Shareholder of the Company. The Shareholders shall not be required to lend any
funds to the Company. Each of the Shareholders shall be liable to make payment
of his, her or its respective contributions as and when due hereunder and other
payments as expressly provided in this Agreement. If and to the extent a
Shareholder's contribution shall be fully paid, such Shareholder shall not,
except as required by the express provisions of the Act regarding repayment of
sums wrongfully distributed to Shareholders, be required to make any further
contributions.

     6.2. Voting Rights of Shareholders; Authority of Board of Directors.

          (a) The Board of Directors, in its sole discretion, has full, complete
     and exclusive right, power and authority in the management and control of
     the Company's business to do any and all things necessary to effectuate the
     purpose of the Company; except, however, as expressly set forth herein. The
     members of the Board of Directors shall devote such time as is necessary to
     the affairs of the Company, and shall receive such compensation from the
     Company and such reimbursement for expenses as is permitted by the Bylaws.
     No Person dealing with the Board of Directors shall be required to
     determine its authority to make any undertaking on behalf of the Company or
     to determine any facts or circumstances bearing upon the existence of such
     authority.

          (b) Notwithstanding Section 6.2(a) above, but subject to Section
     10.1(a), Article 12 and Article 13 hereof, any of the following must, (x)
     receive the approval of the Board of Directors, and (y) receive the vote,
     at a duly held meeting, of more than 50% in interest of the total then -
     issued and outstanding Shares (or, in the case of a written Consent without
     a meeting, more than 50% in interest of the total of such then-issued and
     outstanding Shares) (or such greater percentage as is then required under
     the Act):

               (i) any sale, lease, exchange or other disposition of all or
          substantially all of the property and assets of the Company, including
          its goodwill and its corporate franchises;

               (ii) any merger or consolidation of the Company (where the
          Company is not the surviving Entity); or


                                      B-25

<PAGE>

               (iii) any vote to dissolve the Company.

          (c) For purposes of this subsection and subsection (b) only, the
     property and assets of the Company include the property and assets of any
     subsidiary of the Company. As used in this subsection, "subsidiary" means
     any entity wholly-owned and controlled or substantially wholly-owned and
     controlled, directly or indirectly, by the Company and includes, without
     limitation, corporations, partnerships, limited partnerships, limited
     liability partnerships, limited liability companies, and/or statutory
     trusts. Notwithstanding subsection (b)(i) of this section, no resolution by
     the Shareholders or Members shall be required for a sale, lease, exchange
     or other disposition of property and assets of the Company to a subsidiary
     or among its subsidiaries.

          (d) Subject to Sections 7.2(a) and 7.2(b) and Articles 12 and 13
     hereof, the vote, at a duly held meeting, of more than 50% interest of the
     total then issued and outstanding Shares (or, in the case of a written
     Consent without a meeting, more than 50% in interest of the total of such
     then-issued and outstanding Shares) shall be able to remove any Director
     and elect a replacement therefor. If such Shareholders intend to vote to
     remove a Director pursuant to this Section 6.2(d), they shall provide the
     removed Director with notice thereof, which notice shall set forth the date
     upon which such removal is to become effective.

          (e) The annual meeting of the holders of Shares of the Company for the
     election of Directors and for the transaction of such other business as
     properly may come before such meeting shall be held in accordance with the
     Bylaws. Subject to the provisions of Article 13 relating to meetings of
     Shareholders and related subjects, the Bylaws shall govern matters relating
     to, among other things, annual and special meetings, notice, waiver of
     notice, adjournment, proxies, written consents, procedures, and telephonic
     meetings, to the extent not inconsistent with this Agreement.

          (f) Notwithstanding any other provision of this Agreement,
     Shareholders have voting rights with respect to a particular matter (to the
     extent provided herein with regard to categories of Shareholders permitted
     to vote on particular matters, and otherwise) only after such matter has
     first been approved by the Board of Directors, except with regard to (i)
     the removal of a Director (and the election of a replacement therefor) as
     provided in this Agreement, (ii) the amendment of this Agreement, (iii) any
     matter as to which any Share plan or Share incentive plan adopted by the
     Company provides otherwise, and (iv) any matter presented at a special
     meeting of Shareholders called upon the written request of holders of at
     least 10% of the outstanding Shares.


                                      B-26

<PAGE>

          (g) For purposes of this Agreement, in order for a meeting of
     Shareholders to be considered duly held with regard to a particular
     question, a quorum of more than 50% in interest of the Shares which are
     entitled to vote at such meeting on the particular question must be present
     (in person or by proxy).

                                   ARTICLE 7
                             DIRECTORS AND OFFICERS

     7.1. General Powers of Directors. (a) Except as may otherwise be provided
by the Act or by this Agreement, the property, affairs and business of the
Company shall be managed by or under the direction of the Board of Directors,
the Board of Directors may exercise all the powers of the Company (including but
not limited to deciding whether to make various tax elections), and the
Shareholders shall have no right to act on behalf of or bind the Company. The
Board of Directors shall have the power and authority, on behalf of the Company,
to (i) hire employees and such other agents, who may be designated as officers,
consultants and Persons necessary or appropriate to effectuate the purpose of
the Company, and (ii) delegate to one or more Persons (or to committees of the
Board of Directors) its rights and powers to manage and control the affairs of
the Company. Such delegation may be in the Bylaws or by a management agreement
or other agreement with such Persons and such delegation shall not cause the
Directors to cease to be "MANAGERS" (within the meaning of the Act) of the
Company. The management agreement or other agreement may designate a Person or
Persons to be "MANAGERS" (within the meaning of the Act) of the Company. The
officers shall not be "MANAGERS" (within the meaning of the Act) of the Company.
The Directors shall act only as a Board, and the individual Directors shall have
no power as such. Subject to the provisions of this Agreement and the Bylaws
with regard to Board of Directors, the approval of a matter by a majority of the
Directors present at a meeting at which a quorum is present shall constitute
approval by the Board of Directors (or, in the case of a written Consent without
a meeting, the approval of a matter by all of the Directors shall constitute
approval by the Board of Directors.)

          (b) No contract or transaction among the Company and one or more of
     its Affiliates, Directors or officers, or among the Company and any other
     Entity in which one or more of the Company's Affiliates, Directors or
     officers are directors or officers, or have a financial interest, shall be
     void or voidable solely for this reason, or solely because the Director or
     officer is present at or participates in the meeting of the Board of
     Directors or of a committee thereof which authorizes the contract or
     transaction, or solely because his or their votes are counted for such
     purpose, if:

               (i) The material facts as to such Affiliate's, Director's or
          officer's relationship or interest as to the contract or transaction


                                      B-27

<PAGE>

          are disclosed or are known to the Board of Directors or the committee,
          and the Board of Directors or committee in good faith authorizes the
          contract or transaction by the affirmative vote of a majority of the
          disinterested Directors, even though the disinterested Directors be
          less than a quorum; or

               (ii) The contract or transaction is fair as to the Company.

     Interested Directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

     Notwithstanding, and instead of, the foregoing provisions of this Section
7.1(b), the Company shall enter into or renew no agreement pursuant to which any
Affiliate of any Director would provide management services for any Property,
unless such agreement is approved by a majority of the Independent Directors;
and, if such approval is obtained in the case of a particular contract, such
approval shall be deemed to satisfy the requirements of this Section 7.1(b).

     Furthermore, notwithstanding the foregoing, the Company may acquire
property as tenants-in-common, in joint ventures, or in other joint ownership
arrangements with Affiliates of the Company without approval of the Board other
than that which would be required for transactions with non-Affiliates.

     7.2. Number and Term of Office of Directors. (a) The number of seats
constituting the entire Board of Directors shall be at least two, and, for so
long as the Company has a class of its securities registered under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), at least
five and no more than 15, with the exact number of seats on the Board of
Directors to be determined from time to time by resolution of the Board of
Directors. At least a majority of the Directors in office at any point in time
while the Company has a class of its securities registered under Section 12(b)
or 12(g) of the Exchange Act must be Independent Directors. Each Director
(whenever elected) shall hold office until his or her successor has been duly
elected and qualified, or until his or her earlier death, resignation, or
removal. A Director shall not be required to be a Shareholder or a resident of
the State of Delaware.

          (b) At each Annual Meeting of the Shareholders, Directors shall be
     elected for a term of office expiring at the next Annual Meeting of the
     Shareholders after their election. Each Director may be re-elected by the
     Shareholders. The terms of office of Directors shall not be affected by any
     decrease or increase in the number of Directors.


                                      B-28

<PAGE>

     7.3. Officers. Pursuant to the Bylaws, the Company will have officers, who
need not be employees of the Company, who will have the rights and be subject to
the restrictions provided therein.

                                    ARTICLE 8
  LIMITATIONS ON LIABILITY OF, AND INDEMNIFICATION OF, DIRECTORS AND OFFICERS.

     8.1. Limitations on Liability of, and Indemnification of, Directors and
Officers. (a) No Directors or officers of the Company shall be liable,
responsible or accountable in damages or otherwise to the Company or any of the
Shareholders for any act or omission performed or omitted by him or her, or for
any decision, except in the case of fraudulent or illegal conduct of such
Person. For purposes of this Article 8, the fact that an action, omission to act
or decision is taken on the advice of counsel for the Company shall be evidence
of good faith and lack of fraudulent conduct.

          (b) To the fullest extent permitted by law, all Directors and officers
     of the Company shall be entitled to indemnification from the Company for
     any loss, damage or claim (including any reasonable attorney's fees
     incurred by such person in connection therewith) due to any act or omission
     made by him or her, except in the case of fraudulent or illegal conduct of
     such Person; provided, that any indemnity shall be paid out of the assets
     of the Company only (or any insurance proceeds available therefor), and no
     Shareholder shall have any personal liability on account thereof.

          (c) The termination of any action, suit or proceeding by judgment,
     order, settlement or conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that the Person
     acted fraudulently or illegally.

          (d) The indemnification provided by this Article 8 shall not be deemed
     exclusive of any other rights to which those indemnified maybe entitled
     under any agreement, vote of Shareholders or Directors, or otherwise, and
     shall inure to the benefit of the heirs, executors and administrators of
     such a Person.

          (e) Any repeal or modification of this Article 8 shall not adversely
     affect any right or protection of a Director or officer of the Company
     existing at the time of such repeal of modifications.

     The Company may, if the Board of Directors of the Company deems it
appropriate in its sole discretion, obtain insurance for the benefit of the
Company's


                                      B-29

<PAGE>

Directors and officers, or enter into indemnification agreements with such
Directors and officers, relating to the liability of such Persons.

                                   ARTICLE 9
              TRANSFERS OF INTERESTS; ADMISSION OF NEW SHAREHOLDERS

     9.1. Transfers. The Listed Shares shall be freely transferable. Subject to
the foregoing and in accordance with Section 2.8, any Person who is a Transferee
of Shares shall, upon acceptance of a certificate evidencing the Shares, (a)
automatically become a Shareholder of the Company with no further action being
required on such Person's part, and (b) automatically be bound to the terms and
conditions of this Agreement (and be entitled to the rights of a Shareholder
hereunder).

     9.2. New Shareholders. The Company may issue Future Shares pursuant to
Sections 3.1; and, in accordance with Section 2.8, any Person acquiring Future
Shares from the Company shall, upon acceptance of a certificate evidencing the
Shares, (a) automatically become a Shareholder of the Company with no future
action being required on such Person's part, and (b) automatically be bound to
the terms and conditions of the Agreement (and be entitled to the rights of a
Shareholder hereunder).

     9.3. Lender Ownership Limit. (a) No Lender, as defined in Section 9.3(c),
may own Shares nor shall Shares be accepted, purchased, or in any manner
acquired by any Lender if such issuance or transfer would result in a Lender
owning Shares.

          (b) If any Shares are accepted, purchased, or in any manner acquired
     by any Lender resulting in a violation of Section 9.3(a) hereof, any such
     purchase or acquisition shall be null and void with respect to such Shares
     ("EXCESS SHARES"). If the last clause of the foregoing sentence is
     determined to be invalid by virtue of any legal decision, statute, rule or
     regulation, such Lender shall be conclusively deemed to have acted as an
     agent on behalf of the Company in acquiring the Excess Shares and to hold
     such Excess Shares on behalf of the ultimate owner of such Excess Shares.
     Any Lender who receives dividends, interest or any other distribution paid
     on account of Excess Shares shall hold and retain these dividends, interest
     or any other distribution an agent for the ultimate owner of such Excess
     Shares.

     While the Excess Shares are so held on behalf of the ultimate owner of such
Excess Shares, such Excess Shares shall not have any voting rights and shall not
be considered for purposes of any Shareholder vote and/or for determining a
quorum for such a vote. The Excess Shares shall be treated as outstanding
Shares.


                                      B-30
<PAGE>

     In the event that a Shareholder knowingly holds Excess Shares and the other
Shareholders' basis for federal income tax purposes is reduced, such Shareholder
shall be required to indemnify the Company for the full amount of any damages
and expenses (including the Company's estimate of the costs (including tax
costs) to the other Shareholders, reasonable attorneys' fees and administrative
costs) resulting from the shift of basis for federal income tax purposes.

     Upon discovering the ownership of any Excess Shares, the Managing Member
may (i) cause the Company to immediately redeem such Excess Shares at the
Redemption Price (as defined below) or (ii) grant the Shareholder 30 days to
transfer such Excess Shares to any Person whose ownership of such Excess Shares
would not result in a violation of Section 9.3(a) hereof. Upon such permitted
transfer, the Company shall pay or distribute to the transferee any dividends on
the Excess Shares not previously paid or distributed. If such Excess Shares are
not transferred within such 30 day period, the Company will redeem such Shares
at the Redemption Price (as defined below). For purposes of this Section 9.3,
the "REDEMPTION PRICE" shall mean the lesser of the price paid for such Excess
Shares by the Shareholder in whose possession the redeemed Shares were Excess
Shares or the fair market value of the Excess Shares.

          (c) For purposes of this Section 9.3, the term "LENDER" shall mean (i)
     any Person who is currently owed money by the Company or any one or more of
     the CPA, (ii) Partnerships in an amount exceeding $1,000,000 and (iii) any
     Person related to a Person described in (i) under the rules of Treas. Reg
     sec. 1.752-4(b).

          (d) The Managing Member may exempt a Lender from the provisions of
     this Section 9.3 upon receipt of an opinion of counsel that other
     Shareholders will not suffer any material negative affects as a consequence
     of such Lender owning Shares.

          (e) If any provision of this Section 9.3 or any application thereof is
     determined to be invalid by any federal or state court having jurisdiction
     over the issue, the validity of the remaining provisions shall not be
     affected and other applications of such provision shall be affected only to
     the extent necessary to comply with the determination of such court.

                                   ARTICLE 10
                           DISSOLUTION AND TERMINATION

     10.1. Events of Dissolution. (a) In accordance with Section 18-801 of the
Act, and the provisions therein permitting this Agreement to specify the events
of the Company's dissolution, the Company has perpetual existence but shall be


                                      B-31

<PAGE>

dissolved and the affairs of the Company wound up upon the occurrence of any of
the following events:

               (i) expulsion, bankruptcy (as defined in Section 18-304 of the
          Act) or insolvency or dissolution of the Managing Member, absent a
          vote of Shareholders holding interests in more than 50% of the profits
          and capital of the Company to continue the Company within 90 days
          following such event;

               (ii) the vote of the Shareholders pursuant to Sections 6.2(b) and
          6.2(f) hereof; or

               (iii) the entry of a decree of judicial dissolution under Section
          18-802 of the Act.

     The death, retirement, resignation, expulsion, bankruptcy (as defined in
Section 18-304 of the Act) or dissolution of a Shareholder or the occurrence of
any other event that terminates the continued membership of a Shareholder in the
Company, shall not cause the dissolution of the Company except to the extent
specified above in this Section 10.1(a).

          (b) Dissolution of the Company shall be effective on the day on which
     the event occurs which gives rise to the dissolution, but the Company shall
     not terminate until the assets of the Company shall have been distributed
     as provided herein and a certificate of cancellation of the Certificate has
     been filed with the Secretary of State of the State of Delaware.

     10.2. Application of Assets. In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied, first, as required by Section 18-804(a)(1) of the
Act, and then in the manner, and in the order of priority, set forth in Article
5. Notwithstanding anything herein to the contrary, in the event the Company is
liquidated within the meaning of Treasury Regulation sec. 1.704-1(b)(2)(ii)(g),
liquidation distributions shall be made by the end of the taxable year in which
the Company liquidates or, if later, within 90 days of the date of such
liquidation. Distributions may be made to a trust for the purposes of an orderly
liquidation of the Company by the trust in accordance with the Act.

     10.3. Gain or Losses in Process of Liquidation. Any gain or loss on the
disposition of Company property in the process of liquidation shall be credited
or charged to the Capital Accounts of Shareholders in accordance with the
provisions of Article 3. Any property distributed in kind in the liquidation
shall be valued and treated as though the property was sold at its fair market
value and the cash


                                      B-32

<PAGE>

proceeds were distributed. The difference between the fair market value of
property distributed in kind and its Book Value shall be treated as a gain or
loss on the sale of such property and shall be credited or charged to the
Capital Account of Shareholders in accordance with Article 3; provided, that no
Shareholder shall have the right to request or require the distribution of the
assets of the Company in kind.

     10.4. Procedural and Other Matters. (a) Upon dissolution of the Company and
until the filing of a certificate of cancellation as provided in Section
10.4(b), the Persons winding up the affairs of the Company may, in the name of,
and for and on behalf of, the Company, prosecute and defend suits, whether
civil, criminal or administrative, settle and close the business of the Company,
dispose of and convey the property of the Company, discharge or make reasonable
provision for the liabilities of the Company, and distribute to the Shareholders
any remaining assets of the Company, in accordance with this Article 10 and all
without affecting the liability of Shareholders and Directors and without
imposing liability on a liquidating trustee.

          (b) The Certificate may be canceled upon the dissolution and the
     completion of winding up of the Company, by any Person authorized to cause
     such cancellation in connection with such dissolution and winding up.

                                   ARTICLE 11
                         APPOINTMENT OF ATTORNEY-IN-FACT

     11.1. Appointment and Powers. (a) Each Shareholder hereby irrevocably
constitutes and appoints the Managing Member, with full power of substitution,
as his, her or its true and lawful attorney-in-fact, with full power and
authority in his, her or its name, place and stead to execute, acknowledge,
deliver, swear to, file and record at the appropriate public offices such
documents, instruments and conveyances as may be necessary or appropriate to
carry out the provisions or purposes of this Agreement, including, without
limitation, the following: (i) the Certificate; (ii) all other certificates and
instruments and amendments thereto that the Board of Directors deems appropriate
to qualify or continue the Company as a limited liability company in the
jurisdiction in which the Company may conduct business; (iii) all instruments
that the Board of Directors deems appropriate to reflect a change or
modification of this Agreement in accordance with the terms of this Agreement;
(iv) all conveyances and other instruments that the Board of Directors deems
appropriate to reflect the dissolution and termination of the Company; (v) all
fictitious or assumed name certificates required or permitted to be filed on
behalf of the Company; (vi) any and all documents necessary to admit
Shareholders to the Company, or to reflect any change or transfer of a
Shareholder's Shares, or relating to the admission or increased Capital
Contribution of a Shareholder; (vii) any amendment or other document to be filed


                                      B-33

<PAGE>

as referenced in Section 3.1(d) or 3.1(f) of this Agreement; and (viii) all
other instruments that may be required or permitted by law to be filed on behalf
of or relating to the Company and that are not inconsistent with this Agreement.

     The authority granted by this Section 11.1 (i) is a special power of
attorney coupled with an interest, is irrevocable, and shall not be affected by
the subsequent incapacity or disability of the Shareholder; (ii) may be
exercised by a signature for each Shareholder or by a single signature of any
such Person acting as attorney-in-fact for all of them; and (iii) shall survive
the Transfer by a Shareholder of the whole or any portion of his, her or its
Shares.

     11.2. Presumption of Authority. Any Person dealing with the Company may
conclusively presume and rely upon the fact that any instrument referred to
above, executed by such Person acting as attorney-in-fact, is authorized,
regular and binding, without further inquiry.

                                   ARTICLE 12
   CERTAIN PROVISIONS RELATING TO CHANGES IN CONTROL AND BUSINESS COMBINATIONS

     12.1. Definitions. For purposes of this Article 12, the following
definitions shall apply:

     "ASSOCIATE" when used to indicate a relationship with any Person, means:

          (a) Any Entity (other than the Company or a Subsidiary of the Company)
     of which such Person is an officer, manager, member, director or partner or
     is, directly or indirectly, the beneficial owner of 10 percent or more of
     any class of equity securities of such Entity;

          (b) Any trust or other estate in which such Person has a substantial
     beneficial interest or as to which such Person serves as trustee or in a
     similar fiduciary capacity; and

          (c) Any Relative of such Person, or any Relative of a spouse of such
     Person, who has the same home as such Person or who is a Director or
     officer of the Company or a manager, member, director or officer of any of
     its Affiliates.

     "BENEFICIAL OWNER" When used with respect to Shares, means a Person:


                                      B-34

<PAGE>

          (a) That, individually or with any of its Affiliates or Associates,
     beneficially owns Shares directly or indirectly; or

          (b) That, individually or with any of its Affiliates or Associates,
     has (i) the right to acquire Shares (whether such right is exercisable
     immediately or only after the passage of time), pursuant to any agreement,
     arrangement, or understanding or upon the exercise of conversion rights,
     exchange rights, warrants or options, or otherwise; or (ii) the right to
     vote Shares pursuant to any agreement, arrangement or understanding; or

          (c) That has any agreement, arrangement, or understanding for the
     purpose of acquiring, holding, voting, or disposing of Shares with any
     other Person that beneficially owns, or whose Affiliates or Associates
     beneficially own, directly or indirectly, such Shares.

     "BUSINESS COMBINATION" means:

          (a) Unless the merger, consolidation or exchange of Shares does not
     alter the contract rights of the Shares as expressly set forth in this
     Agreement or change or convert in whole or in part the outstanding Shares,
     any merger, consolidation or exchange of Shares or any interests in a
     Subsidiary with (i) any Interested Party or (ii) any other Entity (whether
     or not itself an Interested Party) which is, or after the merger,
     consolidation or exchange of interests would be, an Affiliate of an
     Interested Party that was an Interested Party prior to the transaction;

          (b) Any sale, lease, transfer or other disposition, other than in the
     ordinary course of business or pursuant to a distribution or any other
     method affording substantially proportionate treatment to the Shareholders,
     in one transaction or a series of transactions in any 12-month period, to
     any Interested Party or any Affiliate of any Interested Party (other than
     the Company or any of its Subsidiaries) of any assets of the Company or any
     Subsidiary having, measured at the time the transaction or transactions are
     approved by the Board of Directors of the Company, an aggregate Book Value
     as of the end of the Company's most recently ended fiscal quarter of 10
     percent or more of (i) the total Market Value of the outstanding Shares or
     (ii) the Company's net worth as of the end of its most recently ended
     fiscal quarter;

          (c) The issuance or transfer by the Company or any Subsidiary, in one
     transaction or a series of transactions, of any Shares or any equity
     securities of a Subsidiary which have an aggregate Market Value of five
     percent or more of the total Market Value of the outstanding Shares to any
     Interested Party or any Affiliate of any Interested Party (other than the
     Company or any of its Subsidiaries) except pursuant to the exercise of


                                      B-35

<PAGE>

     warrants or rights to purchase securities pro-rata to all Shareholders or
     any other method affording substantially proportionate treatment to those
     Shareholders;

          (d) The adoption of any plan or proposal for the liquidation or
     dissolution of the Company in which anything other than cash will be
     received by an Interested Party or any Affiliate of any Interested Party;

          (e) Any reclassification of securities or recapitalization of the
     Company, or any merger, consolidation or exchange of Shares with any of its
     Subsidiaries which has the effect, directly or indirectly, in one
     transaction or series of transactions, of increasing by five percent or
     more of the total number of outstanding Shares, the proportionate amount of
     the outstanding Shares or the outstanding number of any class of equity
     securities of any Subsidiary which is directly or indirectly owned by any
     Interested Party or any Affiliate of any Interested Party; or

          (f) The receipt by any Interested Party or any Affiliate of any
     Interested Party (other than the Company or any of its Subsidiaries) of the
     benefit, directly or indirectly (except proportionately as a holder of
     Shares of any loan, advance, guarantee, pledge or other financial
     assistance or any tax credit or other tax advantage provided by the Company
     or any of its Subsidiaries.

     "INTERESTED PARTY" means any Person (other than the Company, and any
Subsidiary of the Company) that:

          (a) Is the beneficial owner, directly or indirectly, of 10 percent or
     more of the outstanding Shares;

          (b) Is an Affiliate or Associate of the Company and at any time within
     the two-year period immediately prior to the date in question was the
     beneficial owner, directly or indirectly, of 10 percent or more of the then
     outstanding Shares; or

          (c) Is an Affiliate or Associate of any Person described in clause (a)
     or (b) above.

     For purposes of determining whether a Person is an Interested Party, the
number of Shares deemed to be outstanding shall include Shares deemed
beneficially owned by the Person through the definitions of Beneficial Owner set
forth above but may not include any other Shares which may be issuable pursuant
to any agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.


                                      B-36

<PAGE>

     "MARKET VALUE" means:

          (a) In the case of Shares, the highest closing sale price of Shares
     during the 30-day period immediately preceding the date in question on the
     composite tape of the New York Stock Exchange-listed stocks, and

          (b) In the case of property other than cash or stock, the fair market
     value of such property on the date in question as determined by the Board
     of Directors in good faith.

     "SUBSIDIARY" means any Person (other than an individual) in which the
Company, directly or indirectly, holds a majority of the voting securities.

     12.2. Business Combinations. (a) Unless an exemption under Section 12.3
hereunder applies, the Company may not engage in any Business Combination with
an Interested Party or any Affiliate of an Interested Party for a period of five
years following the most recent date on which such Interested Party became an
Interested Party (the "FIVE YEAR TOLLING PERIOD"), unless:

               (i) In addition to any vote otherwise required by law or this
          Agreement, the Board of Directors of the Company, prior to the most
          recent date upon which the Interested Party became an Interested
          Party, approved either the Business Combination or the transaction
          which resulted in the Interested Party becoming an Interested Party;
          and

               (ii) On or subsequent to the date upon which the Interested Party
          became an Interested Party, the Business Combination is (A) approved
          by at least two-thirds of the Persons who are then members of the
          Board of Directors and (B) authorized at an annual or special meeting
          of the Shareholders (and not by written consent) by the affirmative
          vote of at least two-thirds in interest of the Listed Shareholders,
          excluding the Shares held by an Interested Party who will be (or whose
          Affiliate will be) a party to the Business Combination or by an
          Affiliate or Associate of that Interested Party, voting together as a
          single class.

          (b) Unless an exemption under Section 12.3 applies, in addition to any
     vote otherwise required by law or this Agreement, a Business Combination
     proposed by an Interested Party or an Affiliate of the Interested Party
     after the Five Year Tolling Period shall be permitted only if recommended
     by the Board of Directors who are present at a duly-called meeting at which
     a quorum is present and approved by the affirmative vote of at least:


                                      B-37

<PAGE>

               (i) 80% in interest of all Listed Shareholders, voting together
          as a single voting group; and

               (ii) Two-thirds in interest of the Listed Shareholders, excluding
          Shares held by an Interested Party who will (or whose Affiliate will)
          be a party to the Business Combination or by an Affiliate or Associate
          of the Interested Party.

     12.3. Exemptions. (a) For purposes of this Section 12.3:

     "ANNOUNCEMENT DATE" means the first general public announcement of the
proposal or intentions to make a proposal of the Business Combination or its
first communication generally to the Shareholders, whichever is earlier;

     "DETERMINATION DATE" means the most recent date on which the Interested
Party became an Interested Party; and

     "VALUATION DATE" means:

               (i) For a Business Combination voted upon by the Shareholders,
          the later of the day prior to the date of the vote or the day 20 days
          prior to the consummation of the Business Combination; and

               (ii) For a Business Combination not voted upon by the
          Shareholders, the date of the consummation of the Business
          Combination.

          (b) The vote required by Section 12.2(b) does not apply to a Business
     Combination if (1) the Business Combination or the transaction which
     resulted in the Interested Party becoming an Interested Party shall have
     been approved by the Board of Directors prior to the Determination Date or
     (2) each of the conditions in items 12.3(b)(i) through 12.3(b)(iii) below
     is met:

               (i) The aggregate amount of the cash and the Market Value as of
          the Valuation Date of consideration other than cash to be received for
          each Share in such Business Combination (whether or not the Interested
          Party has previously acquired the particular class or series of Shares
          in question) is at least equal to the highest of the following:

                    (A) The highest per Share price (including any brokerage
               commissions, transfer taxes and soliciting dealers' fees) paid by
               the Interested Party for any Shares acquired by it within the
               five-year period immediately prior to the Announcement Date of
               the proposal of the Business


                                      B-38

<PAGE>

               Combination, plus an amount equal to interest compounded annually
               from the earliest date on which the highest per Share acquisition
               price was paid through the Valuation Date at the rate for
               one-year United States Treasury obligations from time to time in
               effect, less the aggregate amount of any cash distributions paid
               and the Market Value of any distributions paid in other than
               cash, per Share from the earliest date through the Valuation
               Date, up to the amount of the interest compounded annually for
               such period; or

                    (B) The highest per Share price (including any brokerage
               commissions, transfer taxes and soliciting dealers' fees) paid by
               the Interested Party for any Share acquired by it on, or within
               the five-year period immediately before, the Determination Date,
               plus an amount equal to interest compounded annually from the
               earliest date on which the highest per Share acquisition price
               was paid to the same class or series through the Valuation Date
               at the rate for one-year United States Treasury obligations from
               time to time in effect, less the aggregate amount of any cash
               distributions paid and the Market Value of any distributions paid
               in other than cash, per Share from the earliest date through the
               Valuation Date, up to the amount of the interest compounded
               annually for such period; or

                    (C) The highest preferential amount per Share to which the
               holders of Shares are entitled in the event of any voluntary or
               involuntary dissolution or winding up of the Company; or

                    (D) The Market Value per Share on the Announcement Date,
               plus an amount equal to interest compounded annually from that
               date through the Valuation Date at the rate for one-year United
               Sates Treasury obligations from time to time in effect, less the
               aggregate amount of any cash distributions paid and the Market
               Value of any distributions paid in other than cash, per Share
               from that date through the Valuation Date, up to the amount of
               the interest compounded annually for such period; or

                    (E) The Market Value per Share on the Determination Date,
               plus an amount equal to interest compounded annually from that
               date through the Valuation Date at the rate for one-year United
               States Treasury obligations from time to time in effect, less the
               aggregate


                                      B-39

<PAGE>

               amount of any cash distributions paid and the Market Value of any
               distributions paid and the Market Value of any distributions paid
               in other than cash, per Share from that date through the
               Valuation Date, up to the amount of the interest; or

                    (F) The price per Share equal to the Market Value per Share
               on the Announcement Date or on the Determination Date, whichever
               is higher, multiplied by the fraction of:

                         (1) The highest per Share price (including any
                    brokerage commissions, transfer taxes and solicitation
                    dealers' fees) paid by the Interested Party for any Shares
                    acquired by it within the five-year period immediately prior
                    to the Announcement Date, over

                         (2) The Market Value per Share on the first day in such
                    five-year period on which the Interested Party acquired the
                    Shares.

               (ii) The consideration to be received in such Business
          Combination by the holders of any Shares is to be in cash or in the
          same form as the Interested Party has previously paid for such Shares,
          except to the extent that the Shareholders otherwise elect in
          connection with their approval of the proposed transaction under
          Section 12.2 of this Agreement. If the Interested Party has paid for
          Shares with varying forms of consideration, the form of consideration
          for such Shares shall be either cash or the form used to acquire the
          largest number of Shares previously acquired by it, except to the
          extent that the Shareholders otherwise elect.

               (iii) After the Determination Date and prior to the consummation
          of such Business Combination:

                    (A) There shall have been no failure to declare and pay at
               the regular date therefor (if applicable) any full periodic
               distributions (whether or not cumulative) on any outstanding
               Shares;

                    (B) There shall have been:

                         (1) No reduction in the annual rate of distributions
                    made with respect to the Shares; and


                                      B-40

<PAGE>

                         (2) An increase in such annual rate of distributions as
                    necessary to reflect any reclassification, recapitalization,
                    reorganization or any similar transaction which has the
                    effect of reducing the number of outstanding Shares; and

                    (C) The Interested Party did not become the Beneficial Owner
               of any additional Shares except as part of the transaction which
               resulted in such Interested Party becoming an Interested Party or
               by virtue of proportionate Share splits or distributions.

     The provisions of items 12.3(b)(iii)(A) and 12.3(b)(iii)(B) do not apply if
(I) no Interested Party or Affiliate or Associate of the Interested Party voted
as a member of the Board of Directors of the Company in a manner inconsistent
with such items 12.3(b)(iii)(A) and 12.3(b)(iii)(B) and (II) the Interested
Party, within 10 days after any act or failure to act inconsistent with such
items, notifies the Board of Directors of the Company in writing that the
Interested Party disapproves thereof and requests in good faith that the Board
of Directors rectify such act or failure to act.

          (c) The provisions of Section 12.2 do not apply to any Business
     Combination of the Company with an Interested Party that became an
     Interested Party inadvertently, if the Interested Party:

               (i) As soon as practicable (but not more than 10 days after the
          Interested Party knew or should have known it had become an Interested
          Party) divests itself of a sufficient amount of Shares to avoid being
          an Interested Party; and

               (ii) Would not at any time within the five-year period preceding
          the Announcement Date with respect to the Business Combinations have
          been an Interested Party except by inadvertence.

     12.4. Amendment. Notwithstanding any other provisions of this Agreement,
this Article 12 may be amended or repealed only by a vote of 80% in interest of
all Shareholders, excluding Shares held by any Interested Party or any Affiliate
of an Interested Party.

     12.5. Certain Determinations with Respect to this Article 12. The Board of
Directors shall have the power to determine for the purposes of this Article 12,
on the basis of information known to the Directors: (i) the number of Shares of
which any Person is the Beneficial Owner, (ii) whether a Person is an Affiliate
or Associate of another, (iii) whether a Person has an agreement, arrangement or
understanding with another as to the matters referred to in the definition of


                                      B-41

<PAGE>

"BENEFICIAL OWNER" as hereinabove defined, (iv) whether two or more transactions
constitute a "SERIES OF TRANSACTIONS," and (v) such other matters with respect
to which a determination is required under this Article 12.

                                   ARTICLE 13
                     VOTING RIGHTS OF CERTAIN CONTROL SHARES

     13.1. Definitions. For purposes of this Article 13, the following
definitions shall apply:

     "ACQUIRING PERSON" means a Person who makes or proposes to make a Control
Shares Acquisition, or such Person's Affiliate or Associate.

     "ASSOCIATE" when used to indicate a relationship with any Person means:

          (a) An "ASSOCIATE" as defined in Section 12.1; or

          (b) A Person that:

               (i) Directly or indirectly controls, or is controlled by, or is
          under common control with, the Person specified; or

               (ii) Is acting or intends to act jointly or in concert with the
          Person specified.

     "CONTROL SHARES" means Shares that, except for this Article 13, would, if
aggregated with all other Shares (including Shares the acquisition of which is
excluded from the definition "CONTROL SHARES ACQUISITION" below) owned by a
Person or in respect of which that Person is entitled to exercise or direct the
exercise of voting power, except solely by virtue of a revocable proxy, entitle
that Person, directly or indirectly, to exercise or direct the exercise of the
voting power of Shares within any of the following ranges of voting power:

          (a) One-fifth or more, but less than one-third of all voting power;

          (b) One-third or more, but less than a majority of all voting power;
     or

          (c) A majority or more of all voting power.

but such definition includes Shares only to the extent that the Acquiring
Person, following the acquisition of the Shares, is entitled, directly or
indirectly, to exercise or direct the exercise of voting power within any level
of voting power set forth in


                                      B-42

<PAGE>

this section for which approval has not been obtained previously under Section
[13.2].

     "CONTROL SHARES ACQUISITION" means the acquisition, directly or indirectly,
by any Person (other than the Company and any Subsidiary of the Company), of
ownership of, or the power to direct the exercise of voting power with respect
to, issued and outstanding Control Shares. Control Shares Acquisition does not
include the acquisition of Control Shares:

          (a) Under the laws of descent and distribution;

          (b) Under the satisfaction of a pledge or other security interest
     created in good faith and not for the purpose of circumventing this Article
     13; or

          (c) Under a merger, consolidation or exchange of interests if the
     Company is a party to the merger, consolidation or exchange of interests.

     Unless the acquisition entitles any Person, directly or indirectly, to
exercise or direct the exercise of voting power of Shares in excess of the range
of voting power previously authorized or attained under an acquisition that is
exempt under items (a), (b), or (c) of this definition, "CONTROL SHARES
ACQUISITION" does not include the acquisition of Shares in good faith and not
for the purpose of circumventing this Article 13, by or from any Person whose
voting rights have previously been authorized by the Shareholders in compliance
with this Article 13 or any Person whose previous acquisition of Shares would
have constituted a Control Shares Acquisition but for the exclusions in items
(a) through (c) of this definition.

     "INTERESTED SHARES" means Shares in respect of which an Acquiring Person is
entitled to exercise or direct the exercise of the voting power of Shares in the
election of Directors or otherwise.

     B. Voting Rights.

          1. Control Shares acquired in a Control Shares Acquisition have no
     voting rights except to the extent approved by the Shareholders at a
     meeting held under Section [13.4] by the affirmative vote of two-thirds in
     interest of all Shareholders, excluding any votes cast with respect to
     Interested Shares.

          2. For purposes of this Section [13.2]:

                    a. Shares acquired within 180 days of Shares acquired under
               a plan to make a Control Shares Acquisition


                                      B-43

<PAGE>

               are considered to have been acquired in the same acquisition; and

                    b. A Person may be deemed to be entitled to exercise or
               direct the exercise of voting power with respect to Shares held
               for the benefit of others if the Person:

                         (1) Is acting in the ordinary course of business, in
                    good faith and not for the purpose of circumventing the
                    provisions of this Section of the Agreement; and

                         (2) Is not entitled to exercise or to direct the
                    exercise of the voting power of the Shares unless the Person
                    first seeks to obtain the instruction of another Person.

     C. Acquiring Person Statement.

     Any Person who proposes to make or who has made a Control Shares
Acquisition may deliver an Acquiring Person statement to the Company at the
Company's principal office. The Acquiring Person statement shall set forth all
of the following:

          1. The identity of the Acquiring Person and each other member of any
     group of which the Person is a part for purposes of determining Control
     Shares;

          2. A statement that the Acquiring Person statement is given under this
     Article 13;

          3. The number of Shares owned (directly or indirectly) by the
     Acquiring Person and each other member of any group;

          4. The applicable range of voting power as set forth in the definition
     of "Control Shares"; and

          5. If the Control Shares Acquisition has not occurred:

                    a. A description in reasonable detail of the terms of the
               proposed Control Shares Acquisition; and

                    b. Representations of the Acquiring Person, together with a
               statement in reasonable detail of the facts on which they are
               based, that:


                                      B-44

<PAGE>

                         (1) The proposed Control Shares Acquisition, if
                    consummated, will not be contrary to law; and

                         (2) The Acquiring Person has the financial capacity,
                    through financing to be provided by the Acquiring Person,
                    and any additional specified sources of financing required
                    under Section [13.5], to make the proposed Control Shares
                    Acquisition.

     D. Special Meeting.

          1. Except as provided in Section [13.5], if the Acquiring Person
     requests, at the time of delivery of an Acquiring Person statement, and
     gives a written undertaking to pay the Company's expenses of a special
     meeting, except the expenses of opposing approval of the voting rights,
     within ten days after the day on which the Company receives both the
     request and undertaking, the Board of Directors of the Company shall call a
     special meeting of the Shareholders, to be held within 50 days after
     receipt of the Acquiring Person statement and undertaking, for the purpose
     of considering the voting rights to be accorded the Shares acquired in the
     Control Shares Acquisition.

          2. The Board of Directors may require the Acquiring Person to give
     bond, with sufficient surety, to reasonably assure the Company that this
     undertaking will be satisfied.

          3. Unless the Acquiring Person agrees in writing to another date, the
     special meeting of Shareholders shall be held within 50 days after the day
     on which the Company has received the Acquiring Person statement.

          4. If no request is made under [Section 13.4(a)], the issue of the
     voting rights to be accorded the Shares acquired in the Control Shares
     Acquisition may, at the option of the Company, be presented for
     consideration at any meeting of the Shareholders. If no request is made
     under [Section 13.4(a)] and the Company proposes to present the issue of
     the voting rights to be accorded the Shares acquired in a Control Shares
     Acquisition for consideration at any meeting of the Shareholders, the
     Company shall provide the Acquiring Person with written notice of the
     proposal not less than 20 days before the date on which notice of the
     meeting is given.


                                      B-45

<PAGE>

     E. Calls.

          1. A call of a special meeting of the Shareholders is not required to
     be made under [Section 13.4(a)] unless, at the time of delivery of an
     Acquiring Person statement an Acquiring Person has:

               a. Entered into a definitive financing agreement or agreements
          with one or more responsible financial institutions or other entities
          that have the necessary financial capacity, providing for any amount
          of financing of the Control Shares Acquisition not provided by the
          Acquiring Person; and

               b. Delivered a copy of the agreements to the Company.

     F. Notice of Meeting.

          1. If a special meeting of the Shareholders is requested, notice of
     the special meeting shall be given as promptly as reasonably practicable by
     the Company to all Shareholders of record as of the record date set for the
     meeting, whether or not such Shareholder is entitled to vote at the
     meeting.

          2. Notice of the special or annual meeting at which the voting rights
     are to be considered shall include or be accompanied by the following:

               a. A copy of the Acquiring Person statement delivered to the
          Company under [Section 13.3]; and

               b. A statement by the Board of Directors setting forth its
          position or recommendation, or stating that it is taking no position
          or making no recommendation, with respect to the issue of voting
          rights to be accorded the Control Shares.

     G. Redemption Rights.

          1. If an Acquiring Person statement has been delivered on or before
     the 10th day after the Control Shares Acquisition, the Company may, at its
     option, redeem any or all Control Shares, except Control Shares for which
     voting rights have been previously approved under [Section 13.2], at any
     time during a 60-day period commencing on the day of a meeting at which
     voting rights are considered under [Section 13.4] and are not approved.

          2. In addition to the redemption rights authorized under Section
     13.7(a), if an Acquiring Person statement has not been delivered on


                                      B-46

<PAGE>

     or before the 10th day after the Control Shares Acquisition, the Company
     may, at its option, redeem any or all Control Shares for which voting
     rights have been previously approved under [Section 13.2], at any time
     during a period commencing on the 11th day after the Control Shares
     Acquisition and ending 60 days after the Acquiring Person statement has
     been delivered.

          3. Any redemption of Control Shares under this Section shall be at the
     fair value of the Control Shares. For purposes of this section, "FAIR
     value" shall be determined:

               a. As of the date of the last acquisition of Control Shares by
          the Acquiring Person in a Control Shares Acquisition or, if a meeting
          is held under [Section 13.4], as of the date of the meeting; and

               b. Without regard to the absence of voting rights for the Control
          Shares.

     H. Amendment. Notwithstanding any other provision of this Agreement, this
Article 13 may only be amended or repealed by a vote of 80% in interest of all
Shareholders, excluding any votes cast with respect to Interested Shares.

                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

     A. Notices.

          1. Except as otherwise provided in this Agreement or in the Bylaws,
     any and all notices, consents, offers, elections and other communications
     required or permitted under this Agreement shall be deemed adequately given
     only if in writing and the same shall be delivered either in hand, by
     telecopy, or by mail or Federal Express or similar expedited commercial
     carrier, addressed to the recipient of the notice, postage prepaid and
     registered or certified with return receipt requested (if by mail), or with
     all freight charges prepaid (if by Federal Express or similar carrier).

          2. All notices, demands, and requests to be sent hereunder shall be
     deemed to have been given for all purposes of this Agreement upon the date
     of receipt or refusal.


                                      B-47

<PAGE>

          3. All such notices, demands and requests shall be addressed as
     follows: (i) if to the Company, to its principal place of business, as set
     forth in Article 2 hereof and (ii) if to a Shareholder, to the address of
     such Shareholder listed on the Company's Shareholder register.

          4. By giving to the other parties written notice thereof, parties
     hereto and their respective successors and assigns shall have the right
     from time to time and at any time during the term of this Agreement to
     change their respective addresses effective upon receipt by the other
     parties of such notice and each shall have the right to specify as its
     address any other address.

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

     C. Binding Provisions. The covenants and agreements contained herein shall
be binding upon, and insure to the benefit of, the heirs, legal representatives,
successors and assigns of the respective parties hereto.

     D. Amendment and Modification. Unless otherwise specifically provided in
this Agreement, this Agreement may be amended, modified or supplemented only by
the vote, at a duly held meeting, of more than 50% in interest of the
then-outstanding Shares (or, in the case of a written Consent without a meeting,
more than 50% in interest of the aggregate then-outstanding Shares) voting or
acting as one class (and not as separate classes, notwithstanding the fact that
there may be Shareholders of more than one class voting); provided, however,
that Article 8 shall not be amended, modified or supplemented, unless such
amendment, modification or supplement receives the Consent of at least 80% in
interest of the holders of then-outstanding Shares. Notwithstanding anything to
the contrary contained herein, the Bylaws may be amended by the affirmative vote
of a majority of all members of the Board of Directors as provided in the Bylaws
without any further vote, consent or approval of any Shareholder or other
Person.

     E. Waiver. The waiver by any party hereto of a breach of any provisions
contained herein shall be in writing, signed by the waiving party, and shall in
no way be construed as a waiver of any succeeding breach of such provision or
the waiver of the provision itself.

     F. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to such
state's laws concerning conflicts of laws. In the event of a conflict between
any provisions


                                      B-48

<PAGE>

of this Agreement and any nonmandatory provisions of the Act, the provision of
this Agreement shall control and take precedence.

     G. Severability of Provisions. Each provision of this Agreement shall be
deemed severable, and if any part of any provision is held to be illegal, void,
voidable, invalid, nonbinding or unenforceable in its entirety or partially or
as to any party, for any reason, such provision may be changed, consistent with
the intent of the parties hereto, to the extent reasonably necessary to make the
provision, as so changed, legal, valid, binding and enforceable. If any
provision of this Agreement is held to be illegal, void, voidable, invalid,
nonbinding or unenforceable in its entirety or partially or as to any party, for
any reason, and if such provision cannot be changed consistent with the intent
of the parties hereto to make it fully legal, valid, binding and enforceable,
then such provision shall be stricken from this Agreement, and the remaining
provisions of this Agreement shall not in any way be affected or impaired, but
shall remain in full force and effect.

     H. Headings. The headings contained in this Agreement have been inserted
for the convenience of reference only, and neither such headings nor the
placement of any term hereof under any particular heading shall in any way
restrict or modify any of the terms or provisions hereof.

     I. Further Assurances. The Shareholders shall execute and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purposes of this Agreement.

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

     K. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the transactions contemplated herein,
and supersedes all prior understandings or agreements, oral or written, between
the parties.


                                      B-49

<PAGE>

     IN WITNESS WHEREOF, the parties hereto, being the sole current Members of
the Company, have executed and delivered this Amended and Restated Limited
Liability Company Agreement as of the day and year first-above written.

                                        W. P. CAREY & CO. LLC

                                        By: CAREY MANAGEMENT LLC,
                                            Managing Member Company Name


                                        By: /s/ GORDON F. DUGAN
                                            ------------------------------------
                                        Name: Gordon F. DuGan
                                        Title: President and CEO

     MEMBERS

     All Members now admitted as members of the limited liability company
pursuant to powers of attorney in favor of and granted and delivered to the
Managing Member in accordance with Section 11.1 hereof:

                                        By: CAREY MANAGEMENT LLC

                                        Attorney-in-Fact


                                        By: /s/ GORDON F. DUGAN
                                            ------------------------------------
                                        Name: Gordon F. DuGan
                                        Title: President and CEO


                                      B-50