AMENDED AND RESTATED

                CERTIFICATE OF FORMATION AND OPERATING AGREEMENT

                                       OF

                        MUNICIPAL MORTGAGE & EQUITY, LLC

                     (a Delaware limited liability company)


     THIS AMENDED AND RESTATED  CERTIFICATE OF FORMATION AND OPERATING AGREEMENT
(the  "Agreement")  of  Municipal  Mortgage & Equity,  LLC,  a Delaware  limited
liability company (the "Company"),  dated as of May 9 , 2002, is entered into by
and among the Shareholders (as defined herein) of the Company and any Person (as
defined  herein)  who  becomes  a  Shareholder  pursuant  to the  terms  of this
Agreement.

     The Company's Certificate of Formation filed with the Delaware Secretary of
State on July 6,  1995,  is  hereby  amended  to amend  and  restate  all of the
provisions  thereof so that said  Certificate,  as amended and restated  hereby,
reads in its  entirety as follows;  and the  Company's  Operating  Agreement  is
hereby  amended  so that  said  Operating  Agreement  reads in its  entirety  as
follows:

     FIRST: The name of the limited  liability  company is Municipal  Mortgage &
Equity, LLC.

     SECOND: The address of the limited liability company's registered office in
the State of Delaware is Corporation  Service Company,  2711  Centerville  Road,
Suite 400, in the City of Wilmington,  County of New Castle,  19808. The name of
its registered agent at such address is Corporation Service Company.

     THIRD:  The  remainder  of  the  Certificate  of  Formation  and  Operating
Agreement is as follows:

                              W I T N E S S E T H :

     WHEREAS,  the  Shareholders  of the Company have approved the amendment and
restatement  of the  Certificate  (as  defined  herein) of the  Company  and the
Operating  Agreement (as defined herein) of the Company to remove provisions and
references that are no longer operative; and

     WHEREAS, this Agreement shall constitute the Certificate of the Company and
shall also  constitute  the  Operating  Agreement of the  Company,  and shall be
binding upon all Persons now or at any time  hereafter who are  Shareholders  of
the Company.

     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 I

                                   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.

     1.1  "Acquiring Person" shall have the meaning set forth in Section 13.1 of
this Agreement.

     1.2  "Act" means the  Delaware  Limited  Liability  Company Act,  Del. Code
Ann.ss.ss.18-101 et seq., as amended from time to time.

     1.3  "Affiliate"  means,  with respect to any Person,  any Relative of such
Person, any trust for the benefit of such Person or such Person's Relative,  any
beneficiary  of such a trust and any other Person that  directly,  or indirectly
through one or more  intermediaries,  controls (including without limitation all
officers and  directors of such Person),  is  controlled  by, or is under common
control with,  such Person or a Relative of such Person.  The term "control" (or
any form  thereof),  as used in the preceding  sentence,  means the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities, by contract, or otherwise.

     1.4  "Agreement"  means  this  Agreement,  as  may  be  amended,  restated,
supplemented or otherwise modified from time to time as herein provided.

     1.5 "Announcement Date" shall have the meaning set forth in Section 12.3 of
this Agreement.

     1.6 "Associate"  shall have the meaning set forth in Sections 12.1 and 13.1
of this Agreement.

     1.7 "Beneficial  Owner" shall have the meaning set forth in Section 12.1 of
this Agreement.

     1.8 "Board of  Directors"  or "Board of Managers"  means the board on which
all of the Company's Managers sit, in their capacities as Managers.

     1.9 "Bond" means a mortgage  revenue bond owned at a particular time by the
Company as part of the  Property;  and the term  "Bond"  shall  include  working
capital loans associated with such mortgage revenue bond.

     1.10 "Book Gain" or "Book Loss"  means the gain or loss  recognized  by the
Company  for  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  1.11 of this  Agreement),  rather than by reference to the tax 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.

     1.11 "Book Value" of an asset means,  as of any particular  date, the value
at which the asset is properly reflected on the books and records of the Company
as of such date in  accordance  with Section  1.704-1(b)(2)(iv)  of the Treasury
Regulations. The initial Book Value of each asset shall be its cost, unless such
asset was contributed to the Company by a Shareholder, in which case the initial
Book  Value  shall be the  fair  market  value  for  such  asset  as  reasonably
determined by the Board of Directors,  and, in each case,  such Book Value shall
thereafter  be adjusted  for cost  recovery  deductions  to which the Company is
entitled for federal  income tax purposes  with respect  thereto,  in the amount
that  bears the same  relationship  to the Book  Value of such asset as the cost
recovery  deduction computed for tax purposes bears to the adjusted tax basis of
such  assets.  The Book Values of all Company  assets shall be adjusted to equal
their  respective fair market values,  as reasonably  determined by the Board of
Directors under appropriate  circumstances,  which circumstances may include but
are not limited to the following:  (a) the  acquisition,  by any new or existing
Shareholder, of any interest issued after August 1, 1996 by the Company; (b) the
distribution by the Company to a Shareholder of more than a de minimis amount of
Company assets,  including  money,  if, as a result of such  distribution,  such
Shareholder's interest in the Company is reduced; and (c) the termination of the
Company for federal income tax purposes pursuant to Section  708(b)(1)(B) of the
Code.

     1.12  "Business  Combination"  shall have the  meaning set forth in Section
12.1 of this Agreement.

     1.13  "By-laws"  means the by-laws 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 agents.
All provisions of the By-laws not inconsistent  with law or this Agreement shall
be valid and binding.

     1.14 "Capital  Account" shall have the meaning  ascribed thereto in Section
3.3 of this Agreement.

     1.15  "Capital  Contributions"  means  the  total  amount of cash and other
property contributed to the Company by the Shareholders.

     1.16 "Capital  Transactions" means (a) any Repayment,  Sale, or other 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.

     1.17 "Certificate" means this Agreement,  in its function as a "certificate
of formation" as provided for pursuant to the Act, 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.

     1.18 "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.

     1.19 "Common Shareholders" means the holders of Common Shares.

     1.20 "Common  Shares"  shall have the  meaning set forth in Section 3.1 of
this Agreement.

     1.21 "Company" means the limited  liability  company hereby  established in
accordance with this Agreement by the parties hereto,  as such limited liability
company may from time to time be constituted.

     1.22 "Company  Interest" means an equity  interest in the Company,  and, if
the  context so allows,  the  percentage  of equity  ownership  interest  in the
Company represented by the Capital Account  attributable to such equity interest
as compared to all of the aggregate  Capital Accounts of all Shareholders of the
Company  (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.

     1.23 "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.

     1.24 "Control Company Interest" shall have the meaning set forth in Section
13.1 of this Agreement.

     1.25  "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;  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
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.

     1.26 "Determination  Date" shall have the meaning set forth in Section 12.3
of this Agreement.

     1.27 "Director" shall have the same meaning as "Manager."

     1.28 "Dissolution  Shareholder" means Shelter Development  Holdings,  Inc.,
for so long as such Person remains a Dissolution  Shareholder  under Section 6.4
of this Agreement, and shall also mean any other Person who agrees under Section
6.4 to be a Dissolution Shareholder.

     1.29  "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.

     1.30 "Financing" means the financing  transaction which SCATEF  consummated
on February  14, 1995 in which  proceeds  were  raised  through the  offering of
$67,700,000 in aggregate  principal amount of Multifamily  Mortgage Revenue Bond
Receipts.

     1.31 "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.  Each Fiscal
Year  shall  commence  on the day  immediately  following  the  last  day of the
immediately preceding Fiscal Year.

     1.32 "Five Year Tolling Period" shall have the meaning set forth in Section
12.2 of this Agreement.

     1.33 "Future  Shares"  shall have the  meaning set forth in Section 3.1 of
this Agreement.

     1.34 "General Partners" means the general partners of SCATEF.

     1.35 "Initial Capital  Contribution" means any Capital Contribution made in
accordance with Section 3.2 hereof.

     1.36 "Interested  Company  Interests"  shall have the meaning set forth in
Section 13.1 of this Agreement.

     1.37 "Interested Party" shall have the meaning set forth in Section 12.1 of
this Agreement.

     1.38 "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.

     1.39  "Market  Value"  shall have the meaning set forth in Section  12.1 of
this Agreement.

     1.40 "Members" means the Shareholders, together with 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.

     1.41 "Mortgage  Loans" means the mortgage loans which have been assigned to
the Company to secure the repayment of a Bond.

     1.42 "Operating  Agreement"  means this  Agreement,  in its function as an
"operating agreement" as provided for pursuant to the Act, as amended, restated,
supplemented or otherwise modified from time to time as herein provided.

     1.43 "Original   Shareholders"   means  MME  I  Corporation,   a  Delaware
corporation, and MME II Corporation, a Delaware corporation.

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

     1.45 "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) Any  expenditures 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,  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.

     1.46 "Property"  means the land and the  buildings  thereon upon which the
Company holds a mortgage or other similar  encumbrance at a particular time, and
the Bonds held by the Company at a particular time.

     1.47 "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.

     1.48 "Repayment" shall have the meaning set forth in Section 1.49 below.

     1.49 "Sale"  or  "Repayment"  means  the  sale or other  disposition  of a
Property (a "Sale") or, in the absence of a Sale, the repayment of the principal
and interest, if any, payable upon the redemption or remarketing of a Bond which
was included within the Property (a "Repayment");  provided, however, that these
terms  shall  not  include  the  pledge of a  Property  in  connection  with the
financing,  refinancing or other  leveraging of such Property or otherwise.  The
term  "Sale"  shall  include  (a)  a  foreclosure  by a  third  party  which  is
unaffiliated  with the current  operating  partnership  (or  respective  general
partner)  owning a Property,  (b) a deed-in-lieu of foreclosure to a third party
which is  unaffiliated  with the current  operating  partnership  (or respective
general partner) owning a Property, or (c) a sale or transfer of a Property to a
third party which is  unaffiliated  with the current  operating  partnership (or
respective general partner) owning a Property;  and a "Sale" shall not be deemed
to occur if the Company  forecloses  on a Property  or if the Company  directs a
deed-in-lieu of foreclosure on a Property.

     1.50 "SCATEF" means the SCA Tax Exempt Fund Limited Partnership, the entity
that was the predecessor to the Company.

     1.51  "Shareholders"  means all persons who hold Shares, and shall have the
same meaning as the word "Members."

     1.52 "Shares" means Company Interests.

     1.53 "Special Shareholder" means Shelter Development Holdings, Inc., for so
long as such  Person is subject to certain  liabilities  as set forth in Section
6.1(b) of this Agreement,  and shall also mean any other Person who agrees under
Article 6 to be a Special Shareholder.

     1.54 "Specially  Appointed  Director(s)"  shall have the meaning  ascribed
thereto in Section 6.1(d) of this Agreement.

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

     1.56 "Tax  Matters  Partner"  shall have the  meaning  ascribed  thereto in
Section 3.5 of this Agreement.

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

     1.58  "Transferee"  means any Person to whom Shares are Transferred for any
reason or by any means.

     1.59 "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).

     1.60 "Valuation  Date" shall have the meaning set forth in Section 12.3 of
this Agreement.

     1.61 "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  respective  Allocable
Portfolio  Cash Flows or to  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
Reserve.


                                   ARTICLE 2

                         Continuation, Purpose and Term

     2.1  Continuation.  The parties hereto hereby agree to continue the limited
liability  company  known as  Municipal  Mortgage  & Equity,  LLC,  as a limited
liability company under the provisions of the Act.

     2.2  Company Name. The name of the Company is "Municipal Mortgage & Equity,
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 Shareholders  hereby agree 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 Business Office. The principal business office of the Company
shall be located at 218 North Charles  Street,  Suite 500,  Baltimore,  Maryland
21201,  or at such other 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  shall continue  until it is
wound up and dissolved pursuant to the provisions of Article 10 hereof.

     2.6  Purposes.  The purposes of  the Company are (a) to invest in or engage
in activities  related to investment in Bonds and in real estate,  including but
not limited to loan servicing and loan  origination  (whether in connection with
loans  to  the  Company  or to  others),  and  to  generate  returns  from  such
investments; this may include investing in entities which invest in bonds and in
real estate assets;  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 engage in any other activities  relating to, and compatible
with, the purposes set forth above;  (c) to acquire,  own and dispose of general
and limited  partnership  interests,  membership  interests,  and stock or other
equity  interests in Entities,  and to exercise all rights and powers granted to
the owner of any such  interests;  (d) 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;  and (e) to
invest  in any type of  investment  and to engage  in any  other  lawful  act or
activity for which limited  liability  companies may be organized 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.

     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 (i)
mortgage  revenue  bonds  or  portions  of or  interests  in  (including  junior
positions)  mortgage  revenue bonds  financing  multifamily  properties,  senior
living  facilities,   manufactured  housing  communities,   or  congregate  care
facilities,  beneficial ownership  certificates or any other securities of other
funds  or  investments  with  similar  underlying  investment  objectives,  (ii)
multifamily  real  estate,  including  senior  living  facilities,  manufactured
housing  communities,  and congregate care facilities,  and (iii) entities which
engage in any  activities  described  in clauses  (i) or (ii) of this  sentence;
invest (at any time during the term of the  Company) in other  assets  which are
designed to accomplish any of the foregoing investment purposes or in any manner
consistent with the Company's then-existing  investment criteria and objectives;
and to reinvest the proceeds of any sales by the Company of Company  assets,  in
any  permitted  investments;  (b) act as a general or limited  partner,  member,
joint venturer,  manager or shareholder of any Entity (including but not limited
to an operating partnership),  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) operate, purchase, maintain, finance, improve, own, sell, convey,
assign,  mortgage,  lease, demolish or otherwise dispose of any real or personal
property that may be necessary,  convenient or incidental to the  accomplishment
of the  purposes  of the  Company;  (e)  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 on any assets of the Company;
(f) invest any funds of the Company pending  distribution or payment of the same
pursuant to the  provisions of this  Agreement;  (g) 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;  (h) 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;  (i)  establish  reserves  for  capital  expenditures,
working capital, debt service, taxes, assessments,  insurance premiums, repairs,
improvements,  depreciation,  depletion, obsolescence and general maintenance of
buildings and other property out of the rents, profits or other income received;
(j) 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;  (k)  enter  into  partnerships  or other
ventures with other Persons in furtherance  of the purposes of the Company;  (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)(2)  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 deemed
to be parties hereto,  whether or not such Persons execute a counterpart of this
Agreement.  The payment for any Shares acquired by any Person,  or the action of
becoming an assignee or Transferee of such Shares, shall be deemed to constitute
a request that the records of the Company reflect such admission,  assignment or
Transfer,  and  shall  be  deemed  to be  sufficient  acts to  comply  with  the
requirements of Section  18-101(7)(a)(2)  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),  without the  requirement  for  execution of this  Agreement by such
Person.

                                   ARTICLE 3

          Classes of Shares; Admission 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 "Common Shares"; and

                    (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").  Nothing in this Section  3.1(a)(ii) shall be deemed to
               restrict the ability of the Company to incur secured or unsecured
               debt  (directly  or  indirectly),  including  but not  limited to
               through custodial, trust or similar or other arrangements.

               (b) Each  Common  Share  shall (i) have no  stated  par value per
          Share,  and (ii) have the rights and be governed by the provisions set
          forth  in this  Agreement;  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.

               (c)The  Board of  Directors  may cause the  Company to issue such
          numbers of Common  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 Company's  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,   instrument  or
          amendment.

               (e) No Future Share shall have any preemptive  rights or give the
          holder thereof any rights to convert into any other  securities of the
          Company,  or give any holders  thereof any  cumulative  voting rights,
          unless  such  rights  are  specifically  provided  for in the Board of
          Directors' resolution creating the class of which such Future Share is
          a part.

               (f)  The  Board  of   Directors,   without  any  Consent  of  any
          Shareholders  being  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 Company's  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.

               (g) Notwithstanding  any other provisions of this Agreement,  the
          Board of Directors  may,  without the Consent of  Shareholders,  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 Provisions Relating to 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,  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 Initial Capital  Contribution of any such additional
     Shareholders  shall be  specified  by the Board of Directors at the time of
     admission of such additional Shareholder.

          3.3 Capital Accounts. A separate capital account (a "Capital Account")
     shall be established  and maintained  for each  Shareholder,  including any
     Transferee 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
          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  to such  Shareholder  pursuant to 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 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  Section 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)   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 for
          any purpose.

               (f) Except as required by the Act, no Shareholder  shall have any
          liability  for the  return of the  Capital  Contribution  of any other
          Shareholder.  A  Shareholder  who has more  than one  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 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  Company  Interest  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 Contribution or distribution
     previously  made by or to any prior  Shareholder  on account of the Company
     Interest of such then-Shareholder.

          3.5 Tax Matters Partner.

               (a) Shelter Development  Holdings,  Inc. or its assignee shall be
          the  Company's  "tax  matters  partner"  (as such term is  defined  in
          Section  6231(a)(7)  of the Code)  (the "Tax  Matters  Partner"),  for
          purposes  of Section  6231 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  3.7 shall  survive the  termination  of the Company and shall
          remain binding on the  Shareholders for as long as 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.

               (b)  Notwithstanding  Section  3.5(a)  hereof,  the  Tax  Matters
          Partner  shall  have  no  fiduciary  duty   whatsoever  to  any  other
          Shareholder,  and shall be treated in exactly  the same  manner as any
          other  Shareholder  other  than as  specifically  provided  in Section
          3.5(a) hereof.


                                    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 the
     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,  the  Company  shall
     determine  the  amount of Profit  and Loss  attributable  to that  calendar
     month.  Profits  and Losses  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 Company's Profit or Loss for the applicable  period shall
          be allocated  among the Common  Shareholders  in  proportion  to their
          relative ownership of Common 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.  Notwithstanding any other provision of this
     Agreement,  to the  extent  an  allocation  of  Profit  or Loss or any item
     thereof  to any  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.  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  a  negative  balance  in a
     Shareholder's Capital Account, items of Profit shall be specially allocated
     to such  Shareholder so as to eliminate such negative balance as quickly as
     possible.   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.

          4.4 Additional Allocations.

               (a) If there is a net  decrease  in  "partnership  minimum  gain"
          (within the meaning of Treasury  Regulation Section 1.704-2(d)) during
          a taxable  year, a Shareholder  shall be  allocated,  before any other
          allocation  of the  Company's  items  for such  taxable  year  (and if
          necessary,  subsequent years),  items of the Company's income and gain
          in the amount equal to the Shareholder's share of such net decrease in
          partnership  minimum gain (within the meaning of Treasury  Regulations
          Section 1.704-2(g)).

               (b) The Tax Matters Partner,  in order to preserve  uniformity of
          Shares  within a class,  may, in its sole  discretion,  make a special
          allocation  of items of 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.

               (c) 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  pursuant to Sections  1272-1274,  Section
          7872, Section 483 or Section 482 of the Code, or any similar provision
          now or hereafter in effect, any corresponding loss or deduction of the
          Company  shall be  allocated to the  Shareholder  who was charged with
          such income.

               (d)  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)(m).

          4.5 Tax Allocations.


               (a) For federal income tax purposes, except as otherwise provided
          in this Section 4.5, each item of income,  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 4.3 and Section 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
          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 1.11  hereof,  subsequent  allocations  of income,
          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.

               (d) 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  14.4  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  and  procedures  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,
          and (J)  compliance  and  other  tax-related  requirements,  including
          without  limitation,  the use of computer software,  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 and state tax
          law,  and to achieve  uniformity  of Shares.  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
          decisions 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.


                                   ARTICLE 5

                    Distributions, Liquidations and Priority

          5.1  Distributions.  The  Board of  Directors  may  from  time to time
     authorize the Company to pay distributions to holders of Common Shares from
     cash of the Company  which the Board of Directors  determines  is available
     for  distribution to the holders of Common Shares after taking into account
     amounts  determined  by the Board of Directors to be necessary or advisable
     to meet actual or anticipated  expenses or liabilities of the Company or to
     create reasonable reserves thereof.

          5.2 Liquidation, Dissolution or Winding-Up.


               (a) Liquidation. Upon the dissolution,  liquidation or winding-up
          of the Company, after payment of all of the Company's creditors,  each
          Shareholder  shall  receive  an amount in cash or in kind equal to the
          positive  Capital Account balance of such  Shareholder,  as determined
          after  taking into  account all Capital  Account  adjustments  for the
          taxable year of the  dissolution,  liquidation  or  winding-up  of the
          Company other than the distribution under this Section 5.2(a).

               (b) A  consolidation  or merger of the  Company  with or into any
          other Entity, or a sale, lease or exchange of any or all of the assets
          of the Company in consideration  for the issuance of equity securities
          of  another  Entity,   shall  not  be  deemed  to  be  a  liquidation,
          dissolution or winding up of the Company.

          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
     dividend, redemption payment or other distribution, even if such payment is
     specifically  required hereunder,  shall not give such Shareholder creditor
     status with  regard to such 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 of the Company shall
     be treated as guaranteed  payments for services under Section 707(c) of the
     Code.


                                   ARTICLE 6

                                  Shareholders

          6.1 Limited Liability.


               (a) Except as otherwise  provided by the Act or in Section 6.1(b)
          hereof, 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 only 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.

               (b)   Notwithstanding   Section   6.1(a)   hereof,   the  Special
          Shareholder,  for so long as such Person  holds  Shares  (unless  such
          Person duly resigns as a Special  Shareholder in accordance  with this
          Section 6.1 or Section  6.3 of this  Agreement),  shall have  personal
          liability to creditors of the Company (and any such  creditor may seek
          personal  satisfaction  from the Special  Shareholder),  to the extent
          that the  assets of the  Company  (including  without  limitation  the
          proceeds  of any and all  available  insurance)  are  insufficient  to
          satisfy such creditor's  claim (and, if there be more than one Special
          Shareholder  at any time,  then  such  Special  Shareholders  shall be
          jointly liable for all liabilities set forth in this Section  6.1(b));
          provided,   however,  that,   notwithstanding   Section  6.3  of  this
          Agreement,  any Special Shareholder may resign its status as a Special
          Shareholder  after (i) the  consummation  of a transaction  in which a
          Person  acquires more than 10% of the  then-outstanding  Shares of any
          class or series  where such  acquisition  is not  consented  to by the
          Special Shareholder,  or (ii) any Shareholder or group of Shareholders
          controls a majority of the seats on the Board of Directors in any case
          where such control is not consented to by the Special Shareholder.  In
          the  event  of  such a  resignation,  (x)  the  Special  Shareholder's
          personal  liability  under the first  sentence of this Section  6.1(b)
          shall,  to  the  fullest  extent   permissible  under  law,  terminate
          immediately,  automatically,  and in full,  although  such  Person may
          continue to hold Shares,  and (y) the Company shall pay to the Special
          Shareholder, promptly after such resignation, the sum of $1,000,000 in
          direct  consideration for the Special  Shareholder's  prior service to
          the Company.

               (c)   Notwithstanding   Section   6.1(b)   hereof,   the  Special
          Shareholder  shall  have no  fiduciary  duty  whatsoever  to any other
          Shareholder,  and shall be treated in exactly  the same  manner as any
          other  Shareholder  other  than as  specifically  provided  in Section
          6.1(b) hereof.  Without limiting the foregoing,  it is agreed that (i)
          the  Special   Shareholder  has  no   responsibility  to  treat  other
          Shareholders  as  creditors  of the Company  toward  which the Special
          Shareholder  would  bear  any  responsibility  or have  any  liability
          whatsoever  (including  without limitation in the event of any Company
          failure  to  pay  any  amounts  to  such  Shareholders,  whether  as a
          dividend,  redemption  payment  or  other  distribution,  even if such
          amounts are specifically  required hereunder to be paid), and (ii) the
          Special  Shareholder  is  entitled  to  act  solely  in its  own  self
          interests without regard to the interests of other Shareholders.

               (d)  Notwithstanding  any other provision of this Agreement,  the
          Dissolution  Shareholder  shall have the right to serve as one (or, if
          there  are at any  time  more  than  ten  Directors  on the  Board  of
          Directors,   two)   of   the   Company's   Directors,   through   such
          representatives as are appointed by the Dissolution  Shareholder (such
          designated  persons  to be  referred  to as the  "Specially  Appointed
          Director(s)")  at all times and from time to time,  and shall have the
          sole  right to remove  such  representative(s)  as  Directors;  all as
          provided in Section 7.2(b) of this Agreement.

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


               (a) The Board of Directors  shall make all decisions made for and
          on behalf of the  Company,  such  decisions  shall be binding upon the
          Company,  and the  Shareholders  shall have no voting rights;  except,
          however, as expressly set forth herein. 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  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
          Company's  By-laws as then in effect. 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 Sections
          10.1(a)(i) and 10.1(a)(ii),  Article 12 and Article 13 hereof,  in the
          event of a proposed sale or other  disposition of all or substantially
          all  of  the  assets  of  the  Company  at any  one  time,  merger  or
          consolidation  of the Company  (where the Company is not the surviving
          Entity),  dissolution  of the Company,  or issuance of any  restricted
          Share or deferred Share awards under a Company  incentive  share plan,
          any such proposed  occurrence,  in order to be approved must, (i) with
          respect  to the  merger or  consolidation  of the  Company  (where the
          Company is not the  surviving  Entity),  first receive the approval of
          the  Board  of  Directors,  (ii)  with  respect  to a  sale  or  other
          disposition of all or  substantially  all of the assets of the Company
          at any one time,  or  dissolution  of the Company,  any such  proposed
          action must first receive the approval of the Board of Directors,  and
          (iii) 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 then issued and outstanding Shares),  voting as one class
          (and not as separate classes,  notwithstanding the fact that there may
          be members of more than one class  voting) or such greater  percentage
          as is then required under the Act.

               (c) Notwithstanding Section 6.2(a) above, but subject to Sections
          6.1(d),  7.2(a) and 7.2(b) and Articles 12 and 13 hereof, 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 then issued
          and  outstanding  Shares),  voting as one class  (and not as  separate
          classes,  notwithstanding  the fact that  there may be members of more
          than one class  voting),  shall be able to remove any Director  (other
          than a Specially Appointed Director) and elect a replacement therefor.
          If the Shareholders vote to remove a Director pursuant to this Section
          6.2(c),  they shall provide the removed  Director with notice thereof,
          which  notice  shall set forth the date upon which such  removal is to
          become effective.

               (d) Except as  otherwise  provided  in this  Agreement  or in any
          share plan or share incentive plan adopted by the Company, the holders
          of Common Shares have sole Shareholder authority;

                    (i) to vote on such  matters  as may be  brought  before the
               Shareholders  from time to time (on issues other than those as to
               which this Agreement  specifically  provides for voting rights of
               Shareholders  in  addition  to or  instead  of  holders of Common
               Shares);

                    (ii) to elect Directors, and shall do so on an annual basis;

          and in all such votes on which the holders of Common  Shares have sole
          Shareholder  voting  authority,  in order  for the  holders  of Common
          Shares  to act to  approve  a matter on which  they are  voting,  such
          matter  must  receive  the vote of more  than 50% in  interest  of the
          Common Shares which are voted at a meeting at which a quorum of Common
          Shares is  present  (or,  in the case of a written  Consent  without a
          meeting, must receive the written Consent of more than 50% in interest
          of the  aggregate  Common  Shares),  voting as one  class  (and not as
          separate classes,  notwithstanding  the fact that there may be members
          of more than one class voting) (or such greater  percentage as is then
          required under the Act or under the express terms of this  Agreement).
          For purposes of the foregoing  sentence,  the term "quorum" means more
          than 50% of the then issued and outstanding  Common Shares,  except as
          provided  in any share  plan or share  incentive  plan  adopted by the
          Company.

               The annual meeting of the holders of Common 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 By-laws.  Subject to the provisions of Article 13
          relating to meetings of Shareholders and related subjects, the By-laws
          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.

               (e)  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 in  connection  therewith) as
          provided in this  Agreement,  (ii) the  amendment  of this  Agreement,
          (iii) the sale or other disposition of all or substantially all of the
          assets of the  Company at any one time,  (iv) the  dissolution  of the
          Company,  and (v) any  matter  as to  which  any  share  plan or share
          incentive plan adopted by the Company provides otherwise.

               (f) 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).

          6.3  Transfers of Special  Shareholder  Interests.  The  restrictions,
     limitations  and other  provisions  of this  Section 6.3 shall in no manner
     limit or restrict the right of a Special  Shareholder  to resign its status
     as a Special  Shareholder to the extent  permitted  under Section 6.1(b) of
     this  Agreement;  and,  once  such  Special  Shareholder  properly  resigns
     pursuant thereto,  the transfer  restrictions set forth in this Section 6.3
     as  they  relate  to  such  Special  Shareholder  shall  automatically  and
     immediately  terminate.  Subject to the  foregoing  sentence,  it is agreed
     that:

               (a) No Special Shareholder (a "Special  Transferor") may make any
          Transfer of any of its Shares to a Transferee (a "Special Transferee")
          unless each of the following requirements is met:

                    (i)  At all  times  during  the  existence  of the  Company,
               including upon consummation of such Transfer, one or more Special
               Shareholders  must have, in the  aggregate,  at least a number of
               Shares  which  will  result  in the  allocation  to  the  Special
               Shareholder(s),  in  the  aggregate,  of the  minimum  percentage
               interest in the  Company  which will permit the Company to retain
               its tax status as an association  taxable as a partnership rather
               than as a corporation,  in the opinion of counsel to the Company;
               and

                    (ii) Before any such Transfer can be made,  the Company must
               be furnished  with an opinion of counsel (which may or may not be
               the same counsel as is referenced in  subparagraph  (i) above) to
               the effect  that the  Transfer  in  question  will not  adversely
               affect the  Company's tax status as an  association  taxable as a
               partnership rather than as a corporation.

               (b) No Transfer to a Special  Transferee  shall be  recognized by
          the Company  unless the Board of  Directors  of the  Company  receives
          documentation satisfactory to it that the requirements of this Section
          6.3 have been met.

               (c) If the Special Transferor transfers all of its Shares in such
          Transfer,  in accordance  with the  restrictions  and  requirements of
          Sections  6.3(a)  and  6.3(b) of this  Agreement,  then  such  Special
          Transferor shall thereafter no longer be a Special Shareholder. If the
          Special  Transferor  transfers  fewer  than all of its  Shares in such
          Transfer, then:

                    (i) if such Special  Transferor  makes no provision  for the
               termination of its status as a Special  Shareholder in accordance
               with clause (ii) immediately below, such Special Transferor shall
               continue  to be a Special  Shareholder;  and

                    (ii) if the  Special  Transferee  agrees in  writing to be a
               Special  Shareholder  and to be subject to the  liabilities  of a
               Special  Shareholder as provided in this Agreement,  then, if all
               of the  requirements  and limitations set forth in Section 6.3(a)
               of this Agreement are complied  with, the Special  Transferor may
               terminate its status as a Special Shareholder upon notice thereof
               to the Company; provided, however, that no such resignation shall
               be recognized by the Company unless the Board of Directors of the
               Company  receives  documentation  satisfactory  to  it  that  the
               requirements of this Section 6.3(c) have been met.

          6.4 Transfers of Dissolution Shareholder Interests.


               (a) No Dissolution  Shareholder (a "Dissolution  Transferor") may
          make any Transfer of any of its Shares to a Transferee (a "Dissolution
          Transferee") unless each of the following requirements is met:

                    (i)  At all  times  during  the  existence  of the  Company,
               including  upon  consummation  of  such  Transfer,  one  or  more
               Dissolution  Shareholders must have, in the aggregate, at least a
               number of Shares  which  will  result  in the  allocation  to the
               Dissolution  Shareholder,   in  the  aggregate,  of  the  minimum
               percentage  interest in the Company which will permit the Company
               to  retain  its  tax  status  as  an  association  taxable  as  a
               partnership  rather  than as a  corporation,  in the  opinion  of
               counsel to the Company; and

                    (ii) Before any such Transfer can be made,  the Company must
               be furnished  with an opinion of counsel (which may or may not be
               the same counsel as is referenced in  subparagraph  (i) above) to
               the effect  that the  Transfer  in  question  will not  adversely
               affect the  Company's tax status as an  association  taxable as a
               partnership rather than as a corporation.

               (b) No Transfer to a Dissolution  Transferee  shall be recognized
          by the Company  unless the Board of Directors of the Company  receives
          documentation  satisfactory to it that Section  6.4(a)'s  requirements
          have been met.

               (c) If the Dissolution  Transferor transfers all of its Shares in
          such Transfer, in accordance with the restrictions and requirements of
          Sections  6.4(a) and 6.4(b) of this Agreement,  then such  Dissolution
          Transferor shall thereafter no longer be a Dissolution Shareholder. If
          the Dissolution  Transferor  transfers fewer than all of its Shares in
          such Transfer, then:

                    (i) if such  Dissolution  Transferor  makes no provision for
               the  termination  of its status as a Dissolution  Shareholder  in
               accordance with clause (ii) immediately  below,  such Dissolution
               Transferor shall continue to be a Dissolution Shareholder; and

                    (ii) if the Dissolution Transferee agrees in writing to be a
               Dissolution  Shareholder,  then, if all of the  requirements  and
               limitations  set forth in Section  6.4(a) of this  Agreement  are
               complied  with,  the  Dissolution  Transferor  may  terminate its
               status as a Dissolution  Shareholder  upon notice  thereof to the
               Company;  provided,  however,  that no such resignation  shall be
               recognized  by the Company  unless the Board of  Directors of the
               Company  receives  documentation  satisfactory  to it  that  this
               Section 6.4(c)'s requirements have been met.


                                   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 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  By-laws  with  regard to Board of  Directors
          actions that can be taken  without a quorum,  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) Unless expressly provided otherwise under this Agreement, the
          Board of  Directors  shall have the  exclusive  authority  to make all
          determinations under this Agreement and under the By-laws.

               (c) 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  and as to the  contract or
               transaction  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;

                    (ii) The material facts as to such  Affiliate's,  Director's
               or officer's  relationship  or interest and as to the contract or
               transaction  are  disclosed  or are  known  to  the  Shareholders
               entitled to vote  thereon,  and the  contract or  transaction  is
               specifically  approved in good faith by more than 50% in interest
               of the Common  Shares which are present and entitled to vote at a
               meeting  at  which a  quorum  is  present  (or,  in the case of a
               written Consent  without a meeting,  more than 50% in interest of
               the  aggregate  Common  Shares),  voting as one class (and not as
               separate  classes,  notwithstanding  the fact  that  there may be
               members of more than one class voting), who are not Affiliates of
               any of the interested Persons involved in such transaction; or

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

          Common or  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  the foregoing  provisions of this Section 7.1(c), 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
          Directors  who (a) are not  officers of the  Company,  (b) are neither
          related to any Company  officer nor represent  concentrated  or family
          holdings  of the  Company's  Shares,  and (c) are,  in the view of the
          Board of Directors, free of any relationship that would interfere with
          the  exercise  of  independent  judgment;  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(c).

               (d)  Notwithstanding the above provisions of this Section 7.1, in
          any  transaction in which the Company wishes to issue Shares to SCATEF
          or any  Affiliate of SCATEF in exchange for such Person giving up fees
          otherwise payable to it, such  transaction,  including but not limited
          to the exchange  ratio of Shares for such fees,  shall not be approved
          or undertaken by the Company unless and until approved, in lieu of the
          requirements  set  forth  in  Section  7.1(c),  by a  majority  of the
          directors  of the Company who are not  Affiliates  of SCATEF or of any
          SCATEF Affiliate (even though the disinterested  Directors may be less
          than a quorum of the full  Board of  Directors),  after  the  material
          facts  as to such  transaction  are  disclosed  or are  known  to such
          unaffiliated  Directors.

          7.2 Number and Term of Office of Directors.

               (a)  The  number  of  seats  constituting  the  entire  Board  of
          Directors  shall be 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 must be  individuals
          who  are  not  employed  by the  Company  or by any  Affiliate  of the
          Company.  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) The  Specially  Appointed  Director(s)  shall have all of the
          powers,  rights,  privileges,  obligations  and  duties  as all  other
          Directors,  and shall for all  purposes be  Directors  of the Company,
          except  that (i) the  Specially  Appointed  Director(s)  shall  not be
          counted when  determining the total size of the Board of Directors for
          the sole purpose of making the  determination  in Section 7.2(c) below
          as to how many Directors are in each class, (ii) no Shareholders other
          than the Dissolution Shareholder shall have any right to elect, remove
          or replace the Specially Appointed Director(s),  and, without limiting
          the foregoing, the Specially Appointed Director(s) shall not stand for
          election or reelection at any meeting of the holders of Common Shares.
          Without limiting the foregoing,  all other  Shareholders,  by becoming
          Shareholders   of  the  Company,   agree  that  (I)  the   Dissolution
          Shareholder   has  such  rights  to  serve,   through  its   appointed
          representatives,  as the Specially Appointed  Director(s) and that the
          necessary  one seat or two  seats on the Board of  Directors  shall be
          reserved for such  appointment(s) (and the size of the Company's Board
          of  Directors  shall  automatically  be  expanded  at any time if such
          expansion is necessary in order to permit the Dissolution  Shareholder
          to effect such  appointment(s))  and (II) the  Company's  officers and
          Directors  may take any and all steps deemed  appropriate  by them, in
          connection with Shareholder  meetings or otherwise,  to implement this
          Section 7.2(b).

               (c) Subject to Section  7.2(b)  above,  at all times the Board of
          Directors  shall be divided  into three  classes,  as nearly  equal in
          numbers as the then total number of directors  constituting the entire
          Board of  Directors  permits,  with the term of  office  of one  class
          expiring  each year (with the first such class  expiration to occur at
          the first annual meeting of Shareholders);  and the Board of Directors
          shall have sole power to make such determinations. At the first annual
          meeting of the holders of Common  Shares,  only the  Directors  of the
          first  class  shall be  elected by the  holders  of Common  Shares (in
          accordance  with  Section 6.2  hereof),  and such  persons  shall hold
          office  thereafter for a term expiring at the third succeeding  annual
          meeting.  At the  second  annual  meeting  of  Shareholders,  only the
          Directors  of the second  class  shall be  elected  by the  holders of
          Common  Shares (in  accordance  with  Section  6.2  hereof),  and such
          persons shall hold office  thereafter for a term expiring at the third
          succeeding   annual   meeting.   At  the  third   annual   meeting  of
          Shareholders,  only the  Directors of the third class shall be elected
          by the  holders  of Common  Shares (in  accordance  with  Section  6.2
          hereof),  and such  persons  shall hold office  thereafter  for a term
          expiring at the third  succeeding  annual meeting.  At each subsequent
          annual meeting of Shareholders thereafter, the successors to any class
          of  directors  whose term shall  then  expire  shall be elected by the
          holders of Common  Shares (in  accordance  with Section 6.2 hereof) to
          hold  office  for a term  expiring  at  the  third  succeeding  annual
          meeting.

          7.3 By-law  Provisions.  The By-laws shall govern matters relating to,
     among  other  things,  (a) with  respect to  directors,  annual and special
     meetings,  notice, waiver of notice, quorum, voting,  adjournment,  written
     consents,  committees,   procedures,   telephonic  meetings,  resignations,
     removals,  vacancies,  books and records,  reports,  and  compensation  and
     reimbursement  of  expenses,  to the  extent  not  inconsistent  with  this
     Agreement,  (b) with respect to officers,  all matters not governed by this
     Agreement, and (c) employee benefit matters, which matters shall be subject
     to and managed as provided by the discretion of the Board of Directors.


                                   ARTICLE 8

                         Exculpation and Indemnification

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

               (a) No  director  or  officer  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 Section 8.1,
          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) 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, and to the extent
          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 Section 8.1 shall not be
          deemed exclusive of any other rights to which those indemnified may be
          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  Section  8.1 shall not
          adversely  affect any right or  protection of a Director or officer of
          the Company existing at the time of such repeal or modification.

               (f) 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  Directors  and  officers,  relating  to the
          liability of such persons.


                                   ARTICLE 9

              Transfers of Interests; Admission of New Shareholders

          9.1 Transfers.  Subject to Section 6.3 of this Agreement  (relating to
     Special  Shareholders)  and  Section  6.4 of this  Agreement  (relating  to
     Dissolution Shareholders), the Shares shall be freely transferable; and any
     Person who is a Transferee  of Shares  shall,  by having such  status,  (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),  without the  requirement  for  execution  of this
     Agreement by such  Person.  Certain  mechanical  aspects of the transfer of
     Shares shall be set forth in the By-laws.


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

                    (i) a  unanimous  written  decision  of all of the  Original
               Shareholders  who are then still  Shareholders  to  dissolve  the
               Company;

                    (ii)  the   death,   retirement,   resignation,   expulsion,
               bankruptcy   (as  defined  in  Section  18-304  of  the  Act)  or
               dissolution of a Person who is then a Dissolution Shareholder, or
               the  occurrence of any other event that  terminates the continued
               membership  in the Company of a Person who is then a  Dissolution
               Shareholder,   unless   more   than  50%  in   interest   of  the
               then-outstanding Shares votes, at a duly held meeting (or, in the
               case of a written  Consent  without a  meeting,  more than 50% in
               interest of the aggregate  Shares acts),  within 180 days of such
               event to continue the Company; or

                    (iii)  the  vote of the  Shareholders  pursuant  to  Section
               6.2(b) hereof.

               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 giving 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.

          10.3 Gain or Losses in  Process  of  Liquidation.  Any gain or loss or
     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 were sold at
     its  fair  market  value  and  the  cash  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,  gradually  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 members 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   Company's   chief   executive   officer,   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 the Company 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  Company  Interest,  or  relating  to the  admission  or
          increased Capital  Contribution of a Shareholder;  (vii) any amendment
          or other  document  to be filed 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.

               (b) 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  listing  the names of all of the  Shareholders  executing  this
          Agreement  with 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
          Company Interest.

          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,  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,  director or officer of any of
          its Affiliates.

               "Beneficial  Owner" when used with respect to Company  Interests,
          means a Person:

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

               (b)  That,   individually  or  with  any  of  its  Affiliates  or
          Associates,  has (i) the right to acquire Company  Interests  (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 Company  Interests
          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  Company
          Interests  with any other  Person  that  beneficially  owns,  or whose
          Affiliates or Associates  beneficially  own,  directly or  indirectly,
          such Company Interests.

                  "Business Combination" means:

               (a) Unless  the  merger,  consolidation  or  exchange  of Company
          Interests does not alter the contract rights of the Company  Interests
          as expressly set forth in this Agreement or change or convert in whole
          or  in  part  the   outstanding   Company   Interests,   any   merger,
          consolidation or exchange of Company  Interests or any 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
          the total market value of the outstanding  Company Interests or of its
          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 Company Interests
          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 Company Interests 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 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 Company Interests
          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 the total  number of  outstanding
          Company Interests, the proportionate amount of the outstanding Company
          Interests 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 Company Interests), 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 (i) the Company,
          (ii) any subsidiary of the Company,  (iii) the General  Partners,  the
          Special Shareholder,  the Original  Shareholders,  and the Dissolution
          Shareholder,  and  (iv)  any  Affiliate  or  Associate  of any  Person
          described in clause (iii) above) that:

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

               (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 Company Interests; or

               (c) Is an Affiliate or Associate of (a) or (b).

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

               "Market Value" means:

               (a) In the case of Company  Interests,  the highest  closing sale
          price  during  the 30-day  period  immediately  preceding  the date in
          question  of a  Company  Interest  of the same  class or series on the
          composite tape of the New York Stock  Exchange-listed  stocks,  or, if
          such Company Interest of the same class or series is not quoted on the
          composite  tape,  on the New York Stock  Exchange,  or if such Company
          Interest  of the same class or series is not listed on such  Exchange,
          on the principal United States  securities  exchange  registered under
          the Securities  Exchange Act of 1934 on which the Company  Interest of
          the same class or series is listed, or, if the Company Interest of the
          same class or series is not listed on any such  exchange,  the highest
          closing bid quotation  with respect to such a Company  Interest of the
          same class or series  during the 30-day  period  preceding the date in
          question on the  National  Association  of  Securities  Dealers,  Inc.
          automated  quotations system or any system then in use, or, if no such
          quotations  are  available,  the  fair  market  value  on the  date in
          question  of such a Company  Interest  of the same  class or series as
          determined by the Board of Directors in good faith; 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(c)  applies,  the
          Company may not engage in any Business Combination with any 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; or

                    (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  Shareholders,  excluding  the Company  Interests
               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 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:

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

                    (ii) Two-thirds in interest of the  Shareholders,  excluding
               Company  Interests 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,  voting together
               as a single voting group.

          12.3 Exemptions.

               (a) For purposes of this Section 12.3:

               "Announcement  Date" means the first general public  announcement
          of the  proposal  or  intention  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 latter 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
          (i) through (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 Company  Interest in such Business  Combination
               (whether or not the Interested Party has previously  acquired the
               particular class or series of Company Interest in question) is at
               least equal to the highest of the following:

                         (A) The highest per Company  Interest price  (including
                    any brokerage  commissions,  transfer  taxes and  soliciting
                    dealers' fees) paid by the Interested  Party for any Company
                    Interests of the same class or series  acquired by it within
                    the five-year period  immediately  prior to the Announcement
                    Date of the  proposal of the Business  Combination,  plus an
                    amount  equal  to  interest  compounded  annually  from  the
                    earliest  date on which the  highest  per  Company  Interest
                    acquisition  price was paid (for 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 Company  Interest  (for the same class or series)
                    from the earliest date through the Valuation Date, up to the
                    amount of the interest; or

                         (B) The highest per Company  Interest price  (including
                    any brokerage  commissions,  transfer  taxes and  soliciting
                    dealers' fees) paid by the Interested  Party for any Company
                    Interest  of the same class or series  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 Company Interest  acquisition price was paid for
                    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 Company Interest
                    of the same class or series from the  earliest  date through
                    the Valuation Date, up to the amount of the interest; or

                         (C)  The  highest   preferential   amount  per  Company
                    Interest to which the holders of Company  Interests  of such
                    class or series are  entitled in the event of any  voluntary
                    or involuntary liquidation, dissolution or winding up of the
                    Company; or

                         (D) The Market  Value per Company  Interest of the same
                    class or series  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 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  Company  Interest of the same class or series from that
                    date  through  the  Valuation  Date,  up to  the  amount  of
                    interest; or

                         (E) The Market  Value per Company  Interest of the same
                    class or series 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  amount  of any  cash  distributions  paid and the
                    Market Value of any  distributions  paid in other than cash,
                    per  Company  Interest of the same class or series from that
                    date  through the  Valuation  Date,  up to the amount of the
                    interest; or

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

                               (1) The highest per Company Interest  price
                           (including any  brokerage commissions, transfer taxes
                           and  soliciting dealers' fees) paid by the Interested
                           Party for any Company Interests of the same class or
                           series acquired by it within the five-year period im-
                           mediately  prior to the Announcement Date, over

                               (2) The Market Value per Company  Interest of the
                           same class or series on the first  day in such  five-
                           year period on which the  Interested  Party  acquired
                           the Company Interests.

                    (ii) The  consideration to be received by the holders of any
               Company  Interests  is to be in cash or in the  same  form as the
               Interested  Party  has  previously  paid for  Company  Interests,
               except to the extent  that the  Shareholders  otherwise  elect in
               connection with their approval of the proposed  transaction under
               Section 6.2 of this Agreement.  If the Interested  Party has paid
               for Company  Interests with varying forms of  consideration,  the
               form of  consideration  for such  Company  Interests  of the same
               class or series  shall be either cash or the form used to acquire
               the  largest  number of  Company  Interests  of the same class or
               series  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  Company  Interests or other  securities  of the
                    Company;

                         (B) There  shall have  been:

                               (1) No  reduction in the annual rate of distribu-
                           tions made  with  respect  to  any  class  or  series
                           of  Company Interests (except as necessary to reflect
                           any subdivision of Company Interests);  and

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

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

     The  provisions  of items (A) and (B) of this  subsection  (b)(iii)  do not
     apply if no Interested Party or an 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 (A) and (B) and 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
               Company  Interests so that it no longer is the beneficial  owner,
               directly or indirectly,  of 10 percent or more of the outstanding
               Company Interests; and

                    (ii)  Would  not at  any  time  with  the  five-year  period
               preceding  the  Announcement  Date with  respect to the  Business
               Combination 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,  voting  together  as a  single  class,
     excluding  Company  Interests 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 Company  Interests 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  "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 Company Interests

          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  Company  Interests  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 Company  Interests" means those Company  Interests that,
          except  for this  Article  13,  would,  if  aggregated  with all other
          Company  Interests  (including  Company  Interests the  acquisition of
          which is  excluded  from the  definition  "Control  Company  Interests
          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 any class or series of Company Interests 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.

     "Control Company  Interests"  includes Company Interests only to the extent
     that  the  Acquiring  Person,  following  the  acquisition  of the  Company
     Interests, is entitled,  directly or indirectly,  to exercise or direct the
     exercise of voting power within any level of voting power set forth in this
     section for which approval has not been obtained  previously  under Section
     13.2.

               "Control Company  Interests  Acquisition"  means the acquisition,
          directly or  indirectly,  by any Person  (other than (i) the  Company,
          (ii) any subsidiary of the Company,  (iii) the General  Partners,  the
          Special Shareholder,  the Original  Shareholders,  and the Dissolution
          Shareholder,  and  (iv)  any  Affiliate  or  Associate  of any  Person
          described in clause  (iii)  above),  of ownership  of, or the power to
          direct the  exercise  of voting  power  with  respect  to,  issued and
          outstanding  Control  Company  Interests.  Control  Company  Interests
          Acquisition  does not  include  the  acquisition  of  Control  Company
          Interests:

               (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 Company  Interests  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 Company  Interests  Acquisition" does not include the
     acquisition  of Company  Interests 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 Company  Interests
     would have constituted a Control Company Interests  Acquisition but for the
     exclusions in items (a) through (c) of this definition.

               "Interested Company Interests" means Company Interests in respect
          of which an  Acquiring  Person is  entitled  to exercise or direct the
          exercise of the voting  power of Company  Interests in the election of
          Directors or otherwise.

          13.2 Voting Rights.


               (a)  Control  Company  Interests  acquired  in a Control  Company
          Interests  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 Company Interests.

               (b) For purposes of this Section 13.2:

                    (i) Company  Interests  acquired  within 180 days or Company
               Interests  acquired  under  a  plan  to  make a  Control  Company
               Interests Acquisition are considered to have been acquired in the
               same acquisition; and

                    (ii) A Person may not be deemed to be  entitled  to exercise
               or direct the  exercise of voting  power with  respect to Company
               Interests held for the benefit of others if the Person:

                         (A) 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

                         (B)  Is not  entitled  to  exercise  or to  direct  the
                    exercise of the voting power of the Company Interests unless
                    the Person first seeks to obtain the  instruction of another
                    person.

          13.3 Acquiring  Person  Statement.  Any Person who proposes to make or
     who has  made a  Control  Company  Interests  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:

               (a) 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 Company Interests;

               (b) A statement  that the  Acquiring  Person  statement  is given
          under this  Article  13;

               (c)  The  number  of  Company   Interests   owned   (directly  or
          indirectly)  by the  Acquiring  Person  and each  other  member of any
          group;

               (d) The  applicable  range of  voting  power as set  forth in the
          definition of "Control Company Interests"; and

               (e)  If  the  Control  Company  Interests   Acquisition  has  not
          occurred:

                    (i) A description  in reasonable  detail of the terms of the
               proposed  Control  Company   Interests   Acquisition;   and

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

                         (A) The proposed Control Company Interests Acquisition,
                    if consummated, will not be contrary to law; and

                         (B) 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  Company
                    Interests Acquisition.

          13.4 Special Meeting.


               (a) 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 Company  Interests  acquired or to be acquired in the
          Control Company Interests Acquisition.

               (b) 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.

               (c)  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  both the request and
          the undertaking.

               (d) If the  Acquiring  Person  makes a request  in writing at the
          time of  delivery  of the  Acquiring  Person  statement,  the  special
          meeting may not be held sooner than 30 days after the day on which the
          Company receives the Acquiring Person statement.

               (e) If no request is made under  subsection  (a) of this  Section
          13.4,  the issue of the  voting  rights  to be  accorded  the  Company
          Interests  acquired in the Control Company Interests  Acquisition may,
          at the option of the Company,  be presented for  consideration  at any
          meeting of the  Shareholders.  If no request is made under  subsection
          (a) of this Section 13.4 and the Company proposes to present the issue
          of the voting rights to be accorded the Company Interests  acquired in
          a Control  Company  Interests  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.

          13.5 Calls.


               (a) A call of a special  meeting of  Shareholders is not required
          to be made under  Section 13.4  unless,  at the time of delivery of an
          Acquiring  Person  statement under Section 13.3, the Acquiring  Person
          has:

                    (i)  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  Company
               Interests Acquisition not to be provided by the Acquiring Person;
               and

                    (ii) Delivered a copy of the agreements to the Company.

          13.6 Notice of Meeting.


               (a) 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 the  Shareholder  is
          entitled to vote at the meeting.

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

                    (i) A copy of the Acquiring  Person  statement  delivered to
               the Company under Section 13.3; and

                    (ii) 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 Company Interests.

          13.7 Redemption Rights.


               (a) If an Acquiring  Person  statement  has been  delivered on or
          before the 10th day after the Control Company  Interests  Acquisition,
          the  Company  may, at its  option,  redeem any or all Control  Company
          Interests,  except Control  Company  Interests 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.

               (b)  In  addition  to  the  redemption  rights  authorized  under
          subsection (a) of this Section 13.7, if an Acquiring  Person statement
          has not been  delivered  on or before  the 10th day after the  Control
          Company Interests Acquisition,  the Company may, at its option, redeem
          any or all Control Company Interests, except Control Company Interests
          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  Company  Interests  Acquisition  and ending 60 days after the
          acquiring person statement has been delivered.

               (c) Any  redemption  of  Control  Company  Interests  under  this
          Section  shall be at the  fair  value of the  Company  Interests.  For
          purposes of this section, "fair value" shall be determined:

                    (i) As of  the  date  of the  last  acquisition  of  Control
               Company  Interests by the Acquiring  Person in a Control  Company
               Interests  Acquisition  or, if a meeting  is held  under  Section
               13.4, as of the date of the meeting; and

                    (ii) Without  regard to the absence of voting rights for the
               Control Company Interests.

          13.8  Amendment.   Notwithstanding   any  other   provisions  of  this
     Agreement, this Article 13 may only be amended or repealed by a vote of 80%
     in  interest  of all  Shareholders,  voting  together  as a  single  class,
     excluding any votes cast with respect to Interested Company Interests.


                                   ARTICLE 14

                            Miscellaneous Provisions

          14.1 Notices.

               (a) Except as  otherwise  provided  in this  Agreement  or in the
          By-laws, 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).

               (b) 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.

               (c) 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.

               (d) By giving to the other parties  written notice  thereof,  the
          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.

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

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

          14.4  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  Common  Shares  (or,  in the  case of a
     written  Consent  without  a  meeting,  more  than 50% in  interest  of the
     aggregate  then-outstanding  Common Shares),  voting or acting as one class
     (and not as separate  classes,  notwithstanding  the fact that there may be
     members of more than one class voting); provided, however, that Section 8.1
     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 Common Shares.

          14.5  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.

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

          14.7  Separability  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.

          14.8 Headings. The headings contained in this Agreement (including but
     not limited to the titles of the Schedules  and Exhibits  hereto) 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.

          14.9 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.

          14.10  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.

          14.11 Entire Agreement. This Agreement, and all Schedules and Exhibits
     hereto,  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.

     IN WITNESS WHEREOF, the undersigned, being the Chairman and Chief Executive
Officer and the  President  of the  Company,  respectively,  have  executed  and
delivered  this Amended and Restated  Certificate  of  Formation  and  Operating
Agreement on behalf of the Shareholders who have duly approved this Agreement as
required by Section 14.4 as of the day and year first-above written.




                    By:  /s/ Mark K. Joseph
                        -------------------------------------------------
                         Name:  Mark K. Joseph
                         Title: Chairman and Chief Executive Officer



                    By:  /s/ Michael L. Falcone
                        -------------------------------------------------
                         Name:  Michael L. Falcone
                         Title: President
[{"type": "8-K", "sequence": "1", "filename": "opsagreeascii.txt", "description": "AMENDED OPERATING AGREEMENT-MMA", "secsgml_size_bytes": 143454}]
{"company-data": {"conformed-name": "MUNICIPAL MORTGAGE & EQUITY LLC", "cik": "0001003201", "assigned-sic": "6500", "irs-number": "521449733", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11981", "film-number": "02725894"}, "business-address": {"street1": "218 N CHARLES ST", "street2": "STE 500", "city": "BALTIMORE", "state": "MD", "zip": "21201", "phone": "4109628044"}, "mail-address": {"street1": "218 N CHARLES ST", "street2": "STE 500", "city": "BALTIMORE", "state": "MD", "zip": "21201"}}
AMENDED AND RESTATED

                CERTIFICATE OF FORMATION AND OPERATING AGREEMENT

                                       OF

                        MUNICIPAL MORTGAGE & EQUITY, LLC

                     (a Delaware limited liability company)

     THIS AMENDED AND RESTATED  CERTIFICATE OF FORMATION AND OPERATING AGREEMENT
(the  "Agreement")  of  Municipal  Mortgage & Equity,  LLC,  a Delaware  limited
liability company (the "Company"),  dated as of May 9 , 2002, is entered into by
and among the Shareholders (as defined herein) of the Company and any Person (as
defined  herein)  who  becomes  a  Shareholder  pursuant  to the  terms  of this
Agreement.

     The Company's Certificate of Formation filed with the Delaware Secretary of
State on July 6,  1995,  is  hereby  amended  to amend  and  restate  all of the
provisions  thereof so that said  Certificate,  as amended and restated  hereby,
reads in its  entirety as follows;  and the  Company's  Operating  Agreement  is
hereby  amended  so that  said  Operating  Agreement  reads in its  entirety  as
follows:

     FIRST: The name of the limited  liability  company is Municipal  Mortgage &
Equity, LLC.

     SECOND: The address of the limited liability company's registered office in
the State of Delaware is Corporation  Service Company,  2711  Centerville  Road,
Suite 400, in the City of Wilmington,  County of New Castle,  19808. The name of
its registered agent at such address is Corporation Service Company.

     THIRD:  The  remainder  of  the  Certificate  of  Formation  and  Operating
Agreement is as follows:

                              W I T N E S S E T H :

     WHEREAS,  the  Shareholders  of the Company have approved the amendment and
restatement  of the  Certificate  (as  defined  herein) of the  Company  and the
Operating  Agreement (as defined herein) of the Company to remove provisions and
references that are no longer operative; and

     WHEREAS, this Agreement shall constitute the Certificate of the Company and
shall also  constitute  the  Operating  Agreement of the  Company,  and shall be
binding upon all Persons now or at any time  hereafter who are  Shareholders  of
the Company.

     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 I

                                   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.

     1.1  "Acquiring Person" shall have the meaning set forth in Section 13.1 of
this Agreement.

     1.2  "Act" means the  Delaware  Limited  Liability  Company Act,  Del. Code
Ann.ss.ss.18-101 et seq., as amended from time to time.

     1.3  "Affiliate"  means,  with respect to any Person,  any Relative of such
Person, any trust for the benefit of such Person or such Person's Relative,  any
beneficiary  of such a trust and any other Person that  directly,  or indirectly
through one or more  intermediaries,  controls (including without limitation all
officers and  directors of such Person),  is  controlled  by, or is under common
control with,  such Person or a Relative of such Person.  The term "control" (or
any form  thereof),  as used in the preceding  sentence,  means the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities, by contract, or otherwise.

     1.4  "Agreement"  means  this  Agreement,  as  may  be  amended,  restated,
supplemented or otherwise modified from time to time as herein provided.

     1.5 "Announcement Date" shall have the meaning set forth in Section 12.3 of
this Agreement.

     1.6 "Associate"  shall have the meaning set forth in Sections 12.1 and 13.1
of this Agreement.

     1.7 "Beneficial  Owner" shall have the meaning set forth in Section 12.1 of
this Agreement.

     1.8 "Board of  Directors"  or "Board of Managers"  means the board on which
all of the Company's Managers sit, in their capacities as Managers.

     1.9 "Bond" means a mortgage  revenue bond owned at a particular time by the
Company as part of the  Property;  and the term  "Bond"  shall  include  working
capital loans associated with such mortgage revenue bond.

     1.10 "Book Gain" or "Book Loss"  means the gain or loss  recognized  by the
Company  for  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  1.11 of this  Agreement),  rather than by reference to the tax 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.

     1.11 "Book Value" of an asset means,  as of any particular  date, the value
at which the asset is properly reflected on the books and records of the Company
as of such date in  accordance  with Section  1.704-1(b)(2)(iv)  of the Treasury
Regulations. The initial Book Value of each asset shall be its cost, unless such
asset was contributed to the Company by a Shareholder, in which case the initial
Book  Value  shall be the  fair  market  value  for  such  asset  as  reasonably
determined by the Board of Directors,  and, in each case,  such Book Value shall
thereafter  be adjusted  for cost  recovery  deductions  to which the Company is
entitled for federal  income tax purposes  with respect  thereto,  in the amount
that  bears the same  relationship  to the Book  Value of such asset as the cost
recovery  deduction computed for tax purposes bears to the adjusted tax basis of
such  assets.  The Book Values of all Company  assets shall be adjusted to equal
their  respective fair market values,  as reasonably  determined by the Board of
Directors under appropriate  circumstances,  which circumstances may include but
are not limited to the following:  (a) the  acquisition,  by any new or existing
Shareholder, of any interest issued after August 1, 1996 by the Company; (b) the
distribution by the Company to a Shareholder of more than a de minimis amount of
Company assets,  including  money,  if, as a result of such  distribution,  such
Shareholder's interest in the Company is reduced; and (c) the termination of the
Company for federal income tax purposes pursuant to Section  708(b)(1)(B) of the
Code.

     1.12  "Business  Combination"  shall have the  meaning set forth in Section
12.1 of this Agreement.

     1.13  "By-laws"  means the by-laws 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 agents.
All provisions of the By-laws not inconsistent  with law or this Agreement shall
be valid and binding.

     1.14 "Capital  Account" shall have the meaning  ascribed thereto in Section
3.3 of this Agreement.

     1.15  "Capital  Contributions"  means  the  total  amount of cash and other
property contributed to the Company by the Shareholders.

     1.16 "Capital  Transactions" means (a) any Repayment,  Sale, or other 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.

     1.17 "Certificate" means this Agreement,  in its function as a "certificate
of formation" as provided for pursuant to the Act, 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.

     1.18 "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.

     1.19 "Common Shareholders" means the holders of Common Shares.

     1.20 "Common  Shares"  shall have the  meaning set forth in Section 3.1 of
this Agreement.

     1.21 "Company" means the limited  liability  company hereby  established in
accordance with this Agreement by the parties hereto,  as such limited liability
company may from time to time be constituted.

     1.22 "Company  Interest" means an equity  interest in the Company,  and, if
the  context so allows,  the  percentage  of equity  ownership  interest  in the
Company represented by the Capital Account  attributable to such equity interest
as compared to all of the aggregate  Capital Accounts of all Shareholders of the
Company  (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.

     1.23 "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.

     1.24 "Control Company Interest" shall have the meaning set forth in Section
13.1 of this Agreement.

     1.25  "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;  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
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.

     1.26 "Determination  Date" shall have the meaning set forth in Section 12.3
of this Agreement.

     1.27 "Director" shall have the same meaning as "Manager."

     1.28 "Dissolution  Shareholder" means Shelter Development  Holdings,  Inc.,
for so long as such Person remains a Dissolution  Shareholder  under Section 6.4
of this Agreement, and shall also mean any other Person who agrees under Section
6.4 to be a Dissolution Shareholder.

     1.29  "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.

     1.30 "Financing" means the financing  transaction which SCATEF  consummated
on February  14, 1995 in which  proceeds  were  raised  through the  offering of
$67,700,000 in aggregate  principal amount of Multifamily  Mortgage Revenue Bond
Receipts.

     1.31 "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.  Each Fiscal
Year  shall  commence  on the day  immediately  following  the  last  day of the
immediately preceding Fiscal Year.

     1.32 "Five Year Tolling Period" shall have the meaning set forth in Section
12.2 of this Agreement.

     1.33 "Future  Shares"  shall have the  meaning set forth in Section 3.1 of
this Agreement.

     1.34 "General Partners" means the general partners of SCATEF.

     1.35 "Initial Capital  Contribution" means any Capital Contribution made in
accordance with Section 3.2 hereof.

     1.36 "Interested  Company  Interests"  shall have the meaning set forth in
Section 13.1 of this Agreement.

     1.37 "Interested Party" shall have the meaning set forth in Section 12.1 of
this Agreement.

     1.38 "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.

     1.39  "Market  Value"  shall have the meaning set forth in Section  12.1 of
this Agreement.

     1.40 "Members" means the Shareholders, together with 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.

     1.41 "Mortgage  Loans" means the mortgage loans which have been assigned to
the Company to secure the repayment of a Bond.

     1.42 "Operating  Agreement"  means this  Agreement,  in its function as an
"operating agreement" as provided for pursuant to the Act, as amended, restated,
supplemented or otherwise modified from time to time as herein provided.

     1.43 "Original   Shareholders"   means  MME  I  Corporation,   a  Delaware
corporation, and MME II Corporation, a Delaware corporation.

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

     1.45 "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) Any  expenditures 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,  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.

     1.46 "Property"  means the land and the  buildings  thereon upon which the
Company holds a mortgage or other similar  encumbrance at a particular time, and
the Bonds held by the Company at a particular time.

     1.47 "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.

     1.48 "Repayment" shall have the meaning set forth in Section 1.49 below.

     1.49 "Sale"  or  "Repayment"  means  the  sale or other  disposition  of a
Property (a "Sale") or, in the absence of a Sale, the repayment of the principal
and interest, if any, payable upon the redemption or remarketing of a Bond which
was included within the Property (a "Repayment");  provided, however, that these
terms  shall  not  include  the  pledge of a  Property  in  connection  with the
financing,  refinancing or other  leveraging of such Property or otherwise.  The
term  "Sale"  shall  include  (a)  a  foreclosure  by a  third  party  which  is
unaffiliated  with the current  operating  partnership  (or  respective  general
partner)  owning a Property,  (b) a deed-in-lieu of foreclosure to a third party
which is  unaffiliated  with the current  operating  partnership  (or respective
general partner) owning a Property, or (c) a sale or transfer of a Property to a
third party which is  unaffiliated  with the current  operating  partnership (or
respective general partner) owning a Property;  and a "Sale" shall not be deemed
to occur if the Company  forecloses  on a Property  or if the Company  directs a
deed-in-lieu of foreclosure on a Property.

     1.50 "SCATEF" means the SCA Tax Exempt Fund Limited Partnership, the entity
that was the predecessor to the Company.

     1.51  "Shareholders"  means all persons who hold Shares, and shall have the
same meaning as the word "Members."

     1.52 "Shares" means Company Interests.

     1.53 "Special Shareholder" means Shelter Development Holdings, Inc., for so
long as such  Person is subject to certain  liabilities  as set forth in Section
6.1(b) of this Agreement,  and shall also mean any other Person who agrees under
Article 6 to be a Special Shareholder.

     1.54 "Specially  Appointed  Director(s)"  shall have the meaning  ascribed
thereto in Section 6.1(d) of this Agreement.

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

     1.56 "Tax  Matters  Partner"  shall have the  meaning  ascribed  thereto in
Section 3.5 of this Agreement.

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

     1.58  "Transferee"  means any Person to whom Shares are Transferred for any
reason or by any means.

     1.59 "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).

     1.60 "Valuation  Date" shall have the meaning set forth in Section 12.3 of
this Agreement.

     1.61 "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  respective  Allocable
Portfolio  Cash Flows or to  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
Reserve.

                                   ARTICLE 2

                         Continuation, Purpose and Term

     2.1  Continuation.  The parties hereto hereby agree to continue the limited
liability  company  known as  Municipal  Mortgage  & Equity,  LLC,  as a limited
liability company under the provisions of the Act.

     2.2  Company Name. The name of the Company is "Municipal Mortgage & Equity,
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 Shareholders  hereby agree 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 Business Office. The principal business office of the Company
shall be located at 218 North Charles  Street,  Suite 500,  Baltimore,  Maryland
21201,  or at such other 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  shall continue  until it is
wound up and dissolved pursuant to the provisions of Article 10 hereof.

     2.6  Purposes.  The purposes of  the Company are (a) to invest in or engage
in activities  related to investment in Bonds and in real estate,  including but
not limited to loan servicing and loan  origination  (whether in connection with
loans  to  the  Company  or to  others),  and  to  generate  returns  from  such
investments; this may include investing in entities which invest in bonds and in
real estate assets;  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 engage in any other activities  relating to, and compatible
with, the purposes set forth above;  (c) to acquire,  own and dispose of general
and limited  partnership  interests,  membership  interests,  and stock or other
equity  interests in Entities,  and to exercise all rights and powers granted to
the owner of any such  interests;  (d) 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;  and (e) to
invest  in any type of  investment  and to engage  in any  other  lawful  act or
activity for which limited  liability  companies may be organized 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.

     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 (i)
mortgage  revenue  bonds  or  portions  of or  interests  in  (including  junior
positions)  mortgage  revenue bonds  financing  multifamily  properties,  senior
living  facilities,   manufactured  housing  communities,   or  congregate  care
facilities,  beneficial ownership  certificates or any other securities of other
funds  or  investments  with  similar  underlying  investment  objectives,  (ii)
multifamily  real  estate,  including  senior  living  facilities,  manufactured
housing  communities,  and congregate care facilities,  and (iii) entities which
engage in any  activities  described  in clauses  (i) or (ii) of this  sentence;
invest (at any time during the term of the  Company) in other  assets  which are
designed to accomplish any of the foregoing investment purposes or in any manner
consistent with the Company's then-existing  investment criteria and objectives;
and to reinvest the proceeds of any sales by the Company of Company  assets,  in
any  permitted  investments;  (b) act as a general or limited  partner,  member,
joint venturer,  manager or shareholder of any Entity (including but not limited
to an operating partnership),  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) operate, purchase, maintain, finance, improve, own, sell, convey,
assign,  mortgage,  lease, demolish or otherwise dispose of any real or personal
property that may be necessary,  convenient or incidental to the  accomplishment
of the  purposes  of the  Company;  (e)  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 on any assets of the Company;
(f) invest any funds of the Company pending  distribution or payment of the same
pursuant to the  provisions of this  Agreement;  (g) 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;  (h) 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;  (i)  establish  reserves  for  capital  expenditures,
working capital, debt service, taxes, assessments,  insurance premiums, repairs,
improvements,  depreciation,  depletion, obsolescence and general maintenance of
buildings and other property out of the rents, profits or other income received;
(j) 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;  (k)  enter  into  partnerships  or other
ventures with other Persons in furtherance  of the purposes of the Company;  (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)(2)  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 deemed
to be parties hereto,  whether or not such Persons execute a counterpart of this
Agreement.  The payment for any Shares acquired by any Person,  or the action of
becoming an assignee or Transferee of such Shares, shall be deemed to constitute
a request that the records of the Company reflect such admission,  assignment or
Transfer,  and  shall  be  deemed  to be  sufficient  acts to  comply  with  the
requirements of Section  18-101(7)(a)(2)  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),  without the  requirement  for  execution of this  Agreement by such
Person.

                                   ARTICLE 3

          Classes of Shares; Admission 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 "Common Shares"; and

                    (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").  Nothing in this Section  3.1(a)(ii) shall be deemed to
               restrict the ability of the Company to incur secured or unsecured
               debt  (directly  or  indirectly),  including  but not  limited to
               through custodial, trust or similar or other arrangements.

               (b) Each  Common  Share  shall (i) have no  stated  par value per
          Share,  and (ii) have the rights and be governed by the provisions set
          forth  in this  Agreement;  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.

               (c)The  Board of  Directors  may cause the  Company to issue such
          numbers of Common  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 Company's  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,   instrument  or
          amendment.

               (e) No Future Share shall have any preemptive  rights or give the
          holder thereof any rights to convert into any other  securities of the
          Company,  or give any holders  thereof any  cumulative  voting rights,
          unless  such  rights  are  specifically  provided  for in the Board of
          Directors' resolution creating the class of which such Future Share is
          a part.

               (f)  The  Board  of   Directors,   without  any  Consent  of  any
          Shareholders  being  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 Company's  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.

               (g) Notwithstanding  any other provisions of this Agreement,  the
          Board of Directors  may,  without the Consent of  Shareholders,  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 Provisions Relating to 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,  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 Initial Capital  Contribution of any such additional
     Shareholders  shall be  specified  by the Board of Directors at the time of
     admission of such additional Shareholder.

          3.3 Capital Accounts. A separate capital account (a "Capital Account")
     shall be established  and maintained  for each  Shareholder,  including any
     Transferee 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
          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  to such  Shareholder  pursuant to 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 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  Section 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)   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 for
          any purpose.

               (f) Except as required by the Act, no Shareholder  shall have any
          liability  for the  return of the  Capital  Contribution  of any other
          Shareholder.  A  Shareholder  who has more  than one  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 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  Company  Interest  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 Contribution or distribution
     previously  made by or to any prior  Shareholder  on account of the Company
     Interest of such then-Shareholder.

          3.5 Tax Matters Partner.

               (a) Shelter Development  Holdings,  Inc. or its assignee shall be
          the  Company's  "tax  matters  partner"  (as such term is  defined  in
          Section  6231(a)(7)  of the Code)  (the "Tax  Matters  Partner"),  for
          purposes  of Section  6231 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  3.7 shall  survive the  termination  of the Company and shall
          remain binding on the  Shareholders for as long as 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.

               (b)  Notwithstanding  Section  3.5(a)  hereof,  the  Tax  Matters
          Partner  shall  have  no  fiduciary  duty   whatsoever  to  any  other
          Shareholder,  and shall be treated in exactly  the same  manner as any
          other  Shareholder  other  than as  specifically  provided  in Section
          3.5(a) hereof.

                                    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 the
     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,  the  Company  shall
     determine  the  amount of Profit  and Loss  attributable  to that  calendar
     month.  Profits  and Losses  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 Company's Profit or Loss for the applicable  period shall
          be allocated  among the Common  Shareholders  in  proportion  to their
          relative ownership of Common 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.  Notwithstanding any other provision of this
     Agreement,  to the  extent  an  allocation  of  Profit  or Loss or any item
     thereof  to any  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.  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  a  negative  balance  in a
     Shareholder's Capital Account, items of Profit shall be specially allocated
     to such  Shareholder so as to eliminate such negative balance as quickly as
     possible.   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.

          4.4 Additional Allocations.

               (a) If there is a net  decrease  in  "partnership  minimum  gain"
          (within the meaning of Treasury  Regulation Section 1.704-2(d)) during
          a taxable  year, a Shareholder  shall be  allocated,  before any other
          allocation  of the  Company's  items  for such  taxable  year  (and if
          necessary,  subsequent years),  items of the Company's income and gain
          in the amount equal to the Shareholder's share of such net decrease in
          partnership  minimum gain (within the meaning of Treasury  Regulations
          Section 1.704-2(g)).

               (b) The Tax Matters Partner,  in order to preserve  uniformity of
          Shares  within a class,  may, in its sole  discretion,  make a special
          allocation  of items of 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.

               (c) 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  pursuant to Sections  1272-1274,  Section
          7872, Section 483 or Section 482 of the Code, or any similar provision
          now or hereafter in effect, any corresponding loss or deduction of the
          Company  shall be  allocated to the  Shareholder  who was charged with
          such income.

               (d)  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)(m).

          4.5 Tax Allocations.

               (a) For federal income tax purposes, except as otherwise provided
          in this Section 4.5, each item of income,  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 4.3 and Section 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
          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 1.11  hereof,  subsequent  allocations  of income,
          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.

               (d) 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  14.4  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  and  procedures  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,
          and (J)  compliance  and  other  tax-related  requirements,  including
          without  limitation,  the use of computer software,  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 and state tax
          law,  and to achieve  uniformity  of Shares.  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
          decisions 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.

                                   ARTICLE 5

                    Distributions, Liquidations and Priority

          5.1  Distributions.  The  Board of  Directors  may  from  time to time
     authorize the Company to pay distributions to holders of Common Shares from
     cash of the Company  which the Board of Directors  determines  is available
     for  distribution to the holders of Common Shares after taking into account
     amounts  determined  by the Board of Directors to be necessary or advisable
     to meet actual or anticipated  expenses or liabilities of the Company or to
     create reasonable reserves thereof.

          5.2 Liquidation, Dissolution or Winding-Up.

               (a) Liquidation. Upon the dissolution,  liquidation or winding-up
          of the Company, after payment of all of the Company's creditors,  each
          Shareholder  shall  receive  an amount in cash or in kind equal to the
          positive  Capital Account balance of such  Shareholder,  as determined
          after  taking into  account all Capital  Account  adjustments  for the
          taxable year of the  dissolution,  liquidation  or  winding-up  of the
          Company other than the distribution under this Section 5.2(a).

               (b) A  consolidation  or merger of the  Company  with or into any
          other Entity, or a sale, lease or exchange of any or all of the assets
          of the Company in consideration  for the issuance of equity securities
          of  another  Entity,   shall  not  be  deemed  to  be  a  liquidation,
          dissolution or winding up of the Company.

          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
     dividend, redemption payment or other distribution, even if such payment is
     specifically  required hereunder,  shall not give such Shareholder creditor
     status with  regard to such 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 of the Company shall
     be treated as guaranteed  payments for services under Section 707(c) of the
     Code.

                                   ARTICLE 6

                                  Shareholders

          6.1 Limited Liability.

               (a) Except as otherwise  provided by the Act or in Section 6.1(b)
          hereof, 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 only 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.

               (b)   Notwithstanding   Section   6.1(a)   hereof,   the  Special
          Shareholder,  for so long as such Person  holds  Shares  (unless  such
          Person duly resigns as a Special  Shareholder in accordance  with this
          Section 6.1 or Section  6.3 of this  Agreement),  shall have  personal
          liability to creditors of the Company (and any such  creditor may seek
          personal  satisfaction  from the Special  Shareholder),  to the extent
          that the  assets of the  Company  (including  without  limitation  the
          proceeds  of any and all  available  insurance)  are  insufficient  to
          satisfy such creditor's  claim (and, if there be more than one Special
          Shareholder  at any time,  then  such  Special  Shareholders  shall be
          jointly liable for all liabilities set forth in this Section  6.1(b));
          provided,   however,  that,   notwithstanding   Section  6.3  of  this
          Agreement,  any Special Shareholder may resign its status as a Special
          Shareholder  after (i) the  consummation  of a transaction  in which a
          Person  acquires more than 10% of the  then-outstanding  Shares of any
          class or series  where such  acquisition  is not  consented  to by the
          Special Shareholder,  or (ii) any Shareholder or group of Shareholders
          controls a majority of the seats on the Board of Directors in any case
          where such control is not consented to by the Special Shareholder.  In
          the  event  of  such a  resignation,  (x)  the  Special  Shareholder's
          personal  liability  under the first  sentence of this Section  6.1(b)
          shall,  to  the  fullest  extent   permissible  under  law,  terminate
          immediately,  automatically,  and in full,  although  such  Person may
          continue to hold Shares,  and (y) the Company shall pay to the Special
          Shareholder, promptly after such resignation, the sum of $1,000,000 in
          direct  consideration for the Special  Shareholder's  prior service to
          the Company.

               (c)   Notwithstanding   Section   6.1(b)   hereof,   the  Special
          Shareholder  shall  have no  fiduciary  duty  whatsoever  to any other
          Shareholder,  and shall be treated in exactly  the same  manner as any
          other  Shareholder  other  than as  specifically  provided  in Section
          6.1(b) hereof.  Without limiting the foregoing,  it is agreed that (i)
          the  Special   Shareholder  has  no   responsibility  to  treat  other
          Shareholders  as  creditors  of the Company  toward  which the Special
          Shareholder  would  bear  any  responsibility  or have  any  liability
          whatsoever  (including  without limitation in the event of any Company
          failure  to  pay  any  amounts  to  such  Shareholders,  whether  as a
          dividend,  redemption  payment  or  other  distribution,  even if such
          amounts are specifically  required hereunder to be paid), and (ii) the
          Special  Shareholder  is  entitled  to  act  solely  in its  own  self
          interests without regard to the interests of other Shareholders.

               (d)  Notwithstanding  any other provision of this Agreement,  the
          Dissolution  Shareholder  shall have the right to serve as one (or, if
          there  are at any  time  more  than  ten  Directors  on the  Board  of
          Directors,   two)   of   the   Company's   Directors,   through   such
          representatives as are appointed by the Dissolution  Shareholder (such
          designated  persons  to be  referred  to as the  "Specially  Appointed
          Director(s)")  at all times and from time to time,  and shall have the
          sole  right to remove  such  representative(s)  as  Directors;  all as
          provided in Section 7.2(b) of this Agreement.

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

               (a) The Board of Directors  shall make all decisions made for and
          on behalf of the  Company,  such  decisions  shall be binding upon the
          Company,  and the  Shareholders  shall have no voting rights;  except,
          however, as expressly set forth herein. 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  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
          Company's  By-laws as then in effect. 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 Sections
          10.1(a)(i) and 10.1(a)(ii),  Article 12 and Article 13 hereof,  in the
          event of a proposed sale or other  disposition of all or substantially
          all  of  the  assets  of  the  Company  at any  one  time,  merger  or
          consolidation  of the Company  (where the Company is not the surviving
          Entity),  dissolution  of the Company,  or issuance of any  restricted
          Share or deferred Share awards under a Company  incentive  share plan,
          any such proposed  occurrence,  in order to be approved must, (i) with
          respect  to the  merger or  consolidation  of the  Company  (where the
          Company is not the  surviving  Entity),  first receive the approval of
          the  Board  of  Directors,  (ii)  with  respect  to a  sale  or  other
          disposition of all or  substantially  all of the assets of the Company
          at any one time,  or  dissolution  of the Company,  any such  proposed
          action must first receive the approval of the Board of Directors,  and
          (iii) 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 then issued and outstanding Shares),  voting as one class
          (and not as separate classes,  notwithstanding the fact that there may
          be members of more than one class  voting) or such greater  percentage
          as is then required under the Act.

               (c) Notwithstanding Section 6.2(a) above, but subject to Sections
          6.1(d),  7.2(a) and 7.2(b) and Articles 12 and 13 hereof, 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 then issued
          and  outstanding  Shares),  voting as one class  (and not as  separate
          classes,  notwithstanding  the fact that  there may be members of more
          than one class  voting),  shall be able to remove any Director  (other
          than a Specially Appointed Director) and elect a replacement therefor.
          If the Shareholders vote to remove a Director pursuant to this Section
          6.2(c),  they shall provide the removed  Director with notice thereof,
          which  notice  shall set forth the date upon which such  removal is to
          become effective.

               (d) Except as  otherwise  provided  in this  Agreement  or in any
          share plan or share incentive plan adopted by the Company, the holders
          of Common Shares have sole Shareholder authority;

                    (i) to vote on such  matters  as may be  brought  before the
               Shareholders  from time to time (on issues other than those as to
               which this Agreement  specifically  provides for voting rights of
               Shareholders  in  addition  to or  instead  of  holders of Common
               Shares);

                    (ii) to elect Directors, and shall do so on an annual basis;

          and in all such votes on which the holders of Common  Shares have sole
          Shareholder  voting  authority,  in order  for the  holders  of Common
          Shares  to act to  approve  a matter on which  they are  voting,  such
          matter  must  receive  the vote of more  than 50% in  interest  of the
          Common Shares which are voted at a meeting at which a quorum of Common
          Shares is  present  (or,  in the case of a written  Consent  without a
          meeting, must receive the written Consent of more than 50% in interest
          of the  aggregate  Common  Shares),  voting as one  class  (and not as
          separate classes,  notwithstanding  the fact that there may be members
          of more than one class voting) (or such greater  percentage as is then
          required under the Act or under the express terms of this  Agreement).
          For purposes of the foregoing  sentence,  the term "quorum" means more
          than 50% of the then issued and outstanding  Common Shares,  except as
          provided  in any share  plan or share  incentive  plan  adopted by the
          Company.

               The annual meeting of the holders of Common 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 By-laws.  Subject to the provisions of Article 13
          relating to meetings of Shareholders and related subjects, the By-laws
          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.

               (e)  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 in  connection  therewith) as
          provided in this  Agreement,  (ii) the  amendment  of this  Agreement,
          (iii) the sale or other disposition of all or substantially all of the
          assets of the  Company at any one time,  (iv) the  dissolution  of the
          Company,  and (v) any  matter  as to  which  any  share  plan or share
          incentive plan adopted by the Company provides otherwise.

               (f) 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).

          6.3  Transfers of Special  Shareholder  Interests.  The  restrictions,
     limitations  and other  provisions  of this  Section 6.3 shall in no manner
     limit or restrict the right of a Special  Shareholder  to resign its status
     as a Special  Shareholder to the extent  permitted  under Section 6.1(b) of
     this  Agreement;  and,  once  such  Special  Shareholder  properly  resigns
     pursuant thereto,  the transfer  restrictions set forth in this Section 6.3
     as  they  relate  to  such  Special  Shareholder  shall  automatically  and
     immediately  terminate.  Subject to the  foregoing  sentence,  it is agreed
     that:

               (a) No Special Shareholder (a "Special  Transferor") may make any
          Transfer of any of its Shares to a Transferee (a "Special Transferee")
          unless each of the following requirements is met:

                    (i)  At all  times  during  the  existence  of the  Company,
               including upon consummation of such Transfer, one or more Special
               Shareholders  must have, in the  aggregate,  at least a number of
               Shares  which  will  result  in the  allocation  to  the  Special
               Shareholder(s),  in  the  aggregate,  of the  minimum  percentage
               interest in the  Company  which will permit the Company to retain
               its tax status as an association  taxable as a partnership rather
               than as a corporation,  in the opinion of counsel to the Company;
               and

                    (ii) Before any such Transfer can be made,  the Company must
               be furnished  with an opinion of counsel (which may or may not be
               the same counsel as is referenced in  subparagraph  (i) above) to
               the effect  that the  Transfer  in  question  will not  adversely
               affect the  Company's tax status as an  association  taxable as a
               partnership rather than as a corporation.

               (b) No Transfer to a Special  Transferee  shall be  recognized by
          the Company  unless the Board of  Directors  of the  Company  receives
          documentation satisfactory to it that the requirements of this Section
          6.3 have been met.

               (c) If the Special Transferor transfers all of its Shares in such
          Transfer,  in accordance  with the  restrictions  and  requirements of
          Sections  6.3(a)  and  6.3(b) of this  Agreement,  then  such  Special
          Transferor shall thereafter no longer be a Special Shareholder. If the
          Special  Transferor  transfers  fewer  than all of its  Shares in such
          Transfer, then:

                    (i) if such Special  Transferor  makes no provision  for the
               termination of its status as a Special  Shareholder in accordance
               with clause (ii) immediately below, such Special Transferor shall
               continue  to be a Special  Shareholder;  and

                    (ii) if the  Special  Transferee  agrees in  writing to be a
               Special  Shareholder  and to be subject to the  liabilities  of a
               Special  Shareholder as provided in this Agreement,  then, if all
               of the  requirements  and limitations set forth in Section 6.3(a)
               of this Agreement are complied  with, the Special  Transferor may
               terminate its status as a Special Shareholder upon notice thereof
               to the Company; provided, however, that no such resignation shall
               be recognized by the Company unless the Board of Directors of the
               Company  receives  documentation  satisfactory  to  it  that  the
               requirements of this Section 6.3(c) have been met.

          6.4 Transfers of Dissolution Shareholder Interests.

               (a) No Dissolution  Shareholder (a "Dissolution  Transferor") may
          make any Transfer of any of its Shares to a Transferee (a "Dissolution
          Transferee") unless each of the following requirements is met:

                    (i)  At all  times  during  the  existence  of the  Company,
               including  upon  consummation  of  such  Transfer,  one  or  more
               Dissolution  Shareholders must have, in the aggregate, at least a
               number of Shares  which  will  result  in the  allocation  to the
               Dissolution  Shareholder,   in  the  aggregate,  of  the  minimum
               percentage  interest in the Company which will permit the Company
               to  retain  its  tax  status  as  an  association  taxable  as  a
               partnership  rather  than as a  corporation,  in the  opinion  of
               counsel to the Company; and

                    (ii) Before any such Transfer can be made,  the Company must
               be furnished  with an opinion of counsel (which may or may not be
               the same counsel as is referenced in  subparagraph  (i) above) to
               the effect  that the  Transfer  in  question  will not  adversely
               affect the  Company's tax status as an  association  taxable as a
               partnership rather than as a corporation.

               (b) No Transfer to a Dissolution  Transferee  shall be recognized
          by the Company  unless the Board of Directors of the Company  receives
          documentation  satisfactory to it that Section  6.4(a)'s  requirements
          have been met.

               (c) If the Dissolution  Transferor transfers all of its Shares in
          such Transfer, in accordance with the restrictions and requirements of
          Sections  6.4(a) and 6.4(b) of this Agreement,  then such  Dissolution
          Transferor shall thereafter no longer be a Dissolution Shareholder. If
          the Dissolution  Transferor  transfers fewer than all of its Shares in
          such Transfer, then:

                    (i) if such  Dissolution  Transferor  makes no provision for
               the  termination  of its status as a Dissolution  Shareholder  in
               accordance with clause (ii) immediately  below,  such Dissolution
               Transferor shall continue to be a Dissolution Shareholder; and

                    (ii) if the Dissolution Transferee agrees in writing to be a
               Dissolution  Shareholder,  then, if all of the  requirements  and
               limitations  set forth in Section  6.4(a) of this  Agreement  are
               complied  with,  the  Dissolution  Transferor  may  terminate its
               status as a Dissolution  Shareholder  upon notice  thereof to the
               Company;  provided,  however,  that no such resignation  shall be
               recognized  by the Company  unless the Board of  Directors of the
               Company  receives  documentation  satisfactory  to it  that  this
               Section 6.4(c)'s requirements have been met.

                                   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 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  By-laws  with  regard to Board of  Directors
          actions that can be taken  without a quorum,  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) Unless expressly provided otherwise under this Agreement, the
          Board of  Directors  shall have the  exclusive  authority  to make all
          determinations under this Agreement and under the By-laws.

               (c) 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  and as to the  contract or
               transaction  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;

                    (ii) The material facts as to such  Affiliate's,  Director's
               or officer's  relationship  or interest and as to the contract or
               transaction  are  disclosed  or are  known  to  the  Shareholders
               entitled to vote  thereon,  and the  contract or  transaction  is
               specifically  approved in good faith by more than 50% in interest
               of the Common  Shares which are present and entitled to vote at a
               meeting  at  which a  quorum  is  present  (or,  in the case of a
               written Consent  without a meeting,  more than 50% in interest of
               the  aggregate  Common  Shares),  voting as one class (and not as
               separate  classes,  notwithstanding  the fact  that  there may be
               members of more than one class voting), who are not Affiliates of
               any of the interested Persons involved in such transaction; or

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

          Common or  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  the foregoing  provisions of this Section 7.1(c), 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
          Directors  who (a) are not  officers of the  Company,  (b) are neither
          related to any Company  officer nor represent  concentrated  or family
          holdings  of the  Company's  Shares,  and (c) are,  in the view of the
          Board of Directors, free of any relationship that would interfere with
          the  exercise  of  independent  judgment;  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(c).

               (d)  Notwithstanding the above provisions of this Section 7.1, in
          any  transaction in which the Company wishes to issue Shares to SCATEF
          or any  Affiliate of SCATEF in exchange for such Person giving up fees
          otherwise payable to it, such  transaction,  including but not limited
          to the exchange  ratio of Shares for such fees,  shall not be approved
          or undertaken by the Company unless and until approved, in lieu of the
          requirements  set  forth  in  Section  7.1(c),  by a  majority  of the
          directors  of the Company who are not  Affiliates  of SCATEF or of any
          SCATEF Affiliate (even though the disinterested  Directors may be less
          than a quorum of the full  Board of  Directors),  after  the  material
          facts  as to such  transaction  are  disclosed  or are  known  to such
          unaffiliated  Directors.

          7.2 Number and Term of Office of Directors.

               (a)  The  number  of  seats  constituting  the  entire  Board  of
          Directors  shall be 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 must be  individuals
          who  are  not  employed  by the  Company  or by any  Affiliate  of the
          Company.  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) The  Specially  Appointed  Director(s)  shall have all of the
          powers,  rights,  privileges,  obligations  and  duties  as all  other
          Directors,  and shall for all  purposes be  Directors  of the Company,
          except  that (i) the  Specially  Appointed  Director(s)  shall  not be
          counted when  determining the total size of the Board of Directors for
          the sole purpose of making the  determination  in Section 7.2(c) below
          as to how many Directors are in each class, (ii) no Shareholders other
          than the Dissolution Shareholder shall have any right to elect, remove
          or replace the Specially Appointed Director(s),  and, without limiting
          the foregoing, the Specially Appointed Director(s) shall not stand for
          election or reelection at any meeting of the holders of Common Shares.
          Without limiting the foregoing,  all other  Shareholders,  by becoming
          Shareholders   of  the  Company,   agree  that  (I)  the   Dissolution
          Shareholder   has  such  rights  to  serve,   through  its   appointed
          representatives,  as the Specially Appointed  Director(s) and that the
          necessary  one seat or two  seats on the Board of  Directors  shall be
          reserved for such  appointment(s) (and the size of the Company's Board
          of  Directors  shall  automatically  be  expanded  at any time if such
          expansion is necessary in order to permit the Dissolution  Shareholder
          to effect such  appointment(s))  and (II) the  Company's  officers and
          Directors  may take any and all steps deemed  appropriate  by them, in
          connection with Shareholder  meetings or otherwise,  to implement this
          Section 7.2(b).

               (c) Subject to Section  7.2(b)  above,  at all times the Board of
          Directors  shall be divided  into three  classes,  as nearly  equal in
          numbers as the then total number of directors  constituting the entire
          Board of  Directors  permits,  with the term of  office  of one  class
          expiring  each year (with the first such class  expiration to occur at
          the first annual meeting of Shareholders);  and the Board of Directors
          shall have sole power to make such determinations. At the first annual
          meeting of the holders of Common  Shares,  only the  Directors  of the
          first  class  shall be  elected by the  holders  of Common  Shares (in
          accordance  with  Section 6.2  hereof),  and such  persons  shall hold
          office  thereafter for a term expiring at the third succeeding  annual
          meeting.  At the  second  annual  meeting  of  Shareholders,  only the
          Directors  of the second  class  shall be  elected  by the  holders of
          Common  Shares (in  accordance  with  Section  6.2  hereof),  and such
          persons shall hold office  thereafter for a term expiring at the third
          succeeding   annual   meeting.   At  the  third   annual   meeting  of
          Shareholders,  only the  Directors of the third class shall be elected
          by the  holders  of Common  Shares (in  accordance  with  Section  6.2
          hereof),  and such  persons  shall hold office  thereafter  for a term
          expiring at the third  succeeding  annual meeting.  At each subsequent
          annual meeting of Shareholders thereafter, the successors to any class
          of  directors  whose term shall  then  expire  shall be elected by the
          holders of Common  Shares (in  accordance  with Section 6.2 hereof) to
          hold  office  for a term  expiring  at  the  third  succeeding  annual
          meeting.

          7.3 By-law  Provisions.  The By-laws shall govern matters relating to,
     among  other  things,  (a) with  respect to  directors,  annual and special
     meetings,  notice, waiver of notice, quorum, voting,  adjournment,  written
     consents,  committees,   procedures,   telephonic  meetings,  resignations,
     removals,  vacancies,  books and records,  reports,  and  compensation  and
     reimbursement  of  expenses,  to the  extent  not  inconsistent  with  this
     Agreement,  (b) with respect to officers,  all matters not governed by this
     Agreement, and (c) employee benefit matters, which matters shall be subject
     to and managed as provided by the discretion of the Board of Directors.

                                   ARTICLE 8

                         Exculpation and Indemnification

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

               (a) No  director  or  officer  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 Section 8.1,
          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) 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, and to the extent
          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 Section 8.1 shall not be
          deemed exclusive of any other rights to which those indemnified may be
          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  Section  8.1 shall not
          adversely  affect any right or  protection of a Director or officer of
          the Company existing at the time of such repeal or modification.

               (f) 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  Directors  and  officers,  relating  to the
          liability of such persons.

                                   ARTICLE 9

              Transfers of Interests; Admission of New Shareholders

          9.1 Transfers.  Subject to Section 6.3 of this Agreement  (relating to
     Special  Shareholders)  and  Section  6.4 of this  Agreement  (relating  to
     Dissolution Shareholders), the Shares shall be freely transferable; and any
     Person who is a Transferee  of Shares  shall,  by having such  status,  (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),  without the  requirement  for  execution  of this
     Agreement by such  Person.  Certain  mechanical  aspects of the transfer of
     Shares shall be set forth in the By-laws.

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

                    (i) a  unanimous  written  decision  of all of the  Original
               Shareholders  who are then still  Shareholders  to  dissolve  the
               Company;

                    (ii)  the   death,   retirement,   resignation,   expulsion,
               bankruptcy   (as  defined  in  Section  18-304  of  the  Act)  or
               dissolution of a Person who is then a Dissolution Shareholder, or
               the  occurrence of any other event that  terminates the continued
               membership  in the Company of a Person who is then a  Dissolution
               Shareholder,   unless   more   than  50%  in   interest   of  the
               then-outstanding Shares votes, at a duly held meeting (or, in the
               case of a written  Consent  without a  meeting,  more than 50% in
               interest of the aggregate  Shares acts),  within 180 days of such
               event to continue the Company; or

                    (iii)  the  vote of the  Shareholders  pursuant  to  Section
               6.2(b) hereof.

               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 giving 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.

          10.3 Gain or Losses in  Process  of  Liquidation.  Any gain or loss or
     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 were sold at
     its  fair  market  value  and  the  cash  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,  gradually  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 members 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   Company's   chief   executive   officer,   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 the Company 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  Company  Interest,  or  relating  to the  admission  or
          increased Capital  Contribution of a Shareholder;  (vii) any amendment
          or other  document  to be filed 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.

               (b) 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  listing  the names of all of the  Shareholders  executing  this
          Agreement  with 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
          Company Interest.

          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,  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,  director or officer of any of
          its Affiliates.

               "Beneficial  Owner" when used with respect to Company  Interests,
          means a Person:

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

               (b)  That,   individually  or  with  any  of  its  Affiliates  or
          Associates,  has (i) the right to acquire Company  Interests  (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 Company  Interests
          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  Company
          Interests  with any other  Person  that  beneficially  owns,  or whose
          Affiliates or Associates  beneficially  own,  directly or  indirectly,
          such Company Interests.

                  "Business Combination" means:

               (a) Unless  the  merger,  consolidation  or  exchange  of Company
          Interests does not alter the contract rights of the Company  Interests
          as expressly set forth in this Agreement or change or convert in whole
          or  in  part  the   outstanding   Company   Interests,   any   merger,
          consolidation or exchange of Company  Interests or any 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
          the total market value of the outstanding  Company Interests or of its
          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 Company Interests
          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 Company Interests 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 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 Company Interests
          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 the total  number of  outstanding
          Company Interests, the proportionate amount of the outstanding Company
          Interests 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 Company Interests), 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 (i) the Company,
          (ii) any subsidiary of the Company,  (iii) the General  Partners,  the
          Special Shareholder,  the Original  Shareholders,  and the Dissolution
          Shareholder,  and  (iv)  any  Affiliate  or  Associate  of any  Person
          described in clause (iii) above) that:

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

               (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 Company Interests; or

               (c) Is an Affiliate or Associate of (a) or (b).

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

               "Market Value" means:

               (a) In the case of Company  Interests,  the highest  closing sale
          price  during  the 30-day  period  immediately  preceding  the date in
          question  of a  Company  Interest  of the same  class or series on the
          composite tape of the New York Stock  Exchange-listed  stocks,  or, if
          such Company Interest of the same class or series is not quoted on the
          composite  tape,  on the New York Stock  Exchange,  or if such Company
          Interest  of the same class or series is not listed on such  Exchange,
          on the principal United States  securities  exchange  registered under
          the Securities  Exchange Act of 1934 on which the Company  Interest of
          the same class or series is listed, or, if the Company Interest of the
          same class or series is not listed on any such  exchange,  the highest
          closing bid quotation  with respect to such a Company  Interest of the
          same class or series  during the 30-day  period  preceding the date in
          question on the  National  Association  of  Securities  Dealers,  Inc.
          automated  quotations system or any system then in use, or, if no such
          quotations  are  available,  the  fair  market  value  on the  date in
          question  of such a Company  Interest  of the same  class or series as
          determined by the Board of Directors in good faith; 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(c)  applies,  the
          Company may not engage in any Business Combination with any 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; or

                    (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  Shareholders,  excluding  the Company  Interests
               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 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:

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

                    (ii) Two-thirds in interest of the  Shareholders,  excluding
               Company  Interests 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,  voting together
               as a single voting group.

          12.3 Exemptions.

               (a) For purposes of this Section 12.3:

               "Announcement  Date" means the first general public  announcement
          of the  proposal  or  intention  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 latter 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
          (i) through (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 Company  Interest in such Business  Combination
               (whether or not the Interested Party has previously  acquired the
               particular class or series of Company Interest in question) is at
               least equal to the highest of the following:

                         (A) The highest per Company  Interest price  (including
                    any brokerage  commissions,  transfer  taxes and  soliciting
                    dealers' fees) paid by the Interested  Party for any Company
                    Interests of the same class or series  acquired by it within
                    the five-year period  immediately  prior to the Announcement
                    Date of the  proposal of the Business  Combination,  plus an
                    amount  equal  to  interest  compounded  annually  from  the
                    earliest  date on which the  highest  per  Company  Interest
                    acquisition  price was paid (for 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 Company  Interest  (for the same class or series)
                    from the earliest date through the Valuation Date, up to the
                    amount of the interest; or

                         (B) The highest per Company  Interest price  (including
                    any brokerage  commissions,  transfer  taxes and  soliciting
                    dealers' fees) paid by the Interested  Party for any Company
                    Interest  of the same class or series  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 Company Interest  acquisition price was paid for
                    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 Company Interest
                    of the same class or series from the  earliest  date through
                    the Valuation Date, up to the amount of the interest; or

                         (C)  The  highest   preferential   amount  per  Company
                    Interest to which the holders of Company  Interests  of such
                    class or series are  entitled in the event of any  voluntary
                    or involuntary liquidation, dissolution or winding up of the
                    Company; or

                         (D) The Market  Value per Company  Interest of the same
                    class or series  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 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  Company  Interest of the same class or series from that
                    date  through  the  Valuation  Date,  up to  the  amount  of
                    interest; or

                         (E) The Market  Value per Company  Interest of the same
                    class or series 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  amount  of any  cash  distributions  paid and the
                    Market Value of any  distributions  paid in other than cash,
                    per  Company  Interest of the same class or series from that
                    date  through the  Valuation  Date,  up to the amount of the
                    interest; or

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

                               (1) The highest per Company Interest  price
                           (including any  brokerage commissions, transfer taxes
                           and  soliciting dealers' fees) paid by the Interested
                           Party for any Company Interests of the same class or
                           series acquired by it within the five-year period im-
                           mediately  prior to the Announcement Date, over

                               (2) The Market Value per Company  Interest of the
                           same class or series on the first  day in such  five-
                           year period on which the  Interested  Party  acquired
                           the Company Interests.

                    (ii) The  consideration to be received by the holders of any
               Company  Interests  is to be in cash or in the  same  form as the
               Interested  Party  has  previously  paid for  Company  Interests,
               except to the extent  that the  Shareholders  otherwise  elect in
               connection with their approval of the proposed  transaction under
               Section 6.2 of this Agreement.  If the Interested  Party has paid
               for Company  Interests with varying forms of  consideration,  the
               form of  consideration  for such  Company  Interests  of the same
               class or series  shall be either cash or the form used to acquire
               the  largest  number of  Company  Interests  of the same class or
               series  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  Company  Interests or other  securities  of the
                    Company;

                         (B) There  shall have  been:

                               (1) No  reduction in the annual rate of distribu-
                           tions made  with  respect  to  any  class  or  series
                           of  Company Interests (except as necessary to reflect
                           any subdivision of Company Interests);  and

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

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

     The  provisions  of items (A) and (B) of this  subsection  (b)(iii)  do not
     apply if no Interested Party or an 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 (A) and (B) and 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
               Company  Interests so that it no longer is the beneficial  owner,
               directly or indirectly,  of 10 percent or more of the outstanding
               Company Interests; and

                    (ii)  Would  not at  any  time  with  the  five-year  period
               preceding  the  Announcement  Date with  respect to the  Business
               Combination 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,  voting  together  as a  single  class,
     excluding  Company  Interests 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 Company  Interests 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  "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 Company Interests

          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  Company  Interests  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 Company  Interests" means those Company  Interests that,
          except  for this  Article  13,  would,  if  aggregated  with all other
          Company  Interests  (including  Company  Interests the  acquisition of
          which is  excluded  from the  definition  "Control  Company  Interests
          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 any class or series of Company Interests 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.

     "Control Company  Interests"  includes Company Interests only to the extent
     that  the  Acquiring  Person,  following  the  acquisition  of the  Company
     Interests, is entitled,  directly or indirectly,  to exercise or direct the
     exercise of voting power within any level of voting power set forth in this
     section for which approval has not been obtained  previously  under Section
     13.2.

               "Control Company  Interests  Acquisition"  means the acquisition,
          directly or  indirectly,  by any Person  (other than (i) the  Company,
          (ii) any subsidiary of the Company,  (iii) the General  Partners,  the
          Special Shareholder,  the Original  Shareholders,  and the Dissolution
          Shareholder,  and  (iv)  any  Affiliate  or  Associate  of any  Person
          described in clause  (iii)  above),  of ownership  of, or the power to
          direct the  exercise  of voting  power  with  respect  to,  issued and
          outstanding  Control  Company  Interests.  Control  Company  Interests
          Acquisition  does not  include  the  acquisition  of  Control  Company
          Interests:

               (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 Company  Interests  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 Company  Interests  Acquisition" does not include the
     acquisition  of Company  Interests 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 Company  Interests
     would have constituted a Control Company Interests  Acquisition but for the
     exclusions in items (a) through (c) of this definition.

               "Interested Company Interests" means Company Interests in respect
          of which an  Acquiring  Person is  entitled  to exercise or direct the
          exercise of the voting  power of Company  Interests in the election of
          Directors or otherwise.

          13.2 Voting Rights.

               (a)  Control  Company  Interests  acquired  in a Control  Company
          Interests  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 Company Interests.

               (b) For purposes of this Section 13.2:

                    (i) Company  Interests  acquired  within 180 days or Company
               Interests  acquired  under  a  plan  to  make a  Control  Company
               Interests Acquisition are considered to have been acquired in the
               same acquisition; and

                    (ii) A Person may not be deemed to be  entitled  to exercise
               or direct the  exercise of voting  power with  respect to Company
               Interests held for the benefit of others if the Person:

                         (A) 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

                         (B)  Is not  entitled  to  exercise  or to  direct  the
                    exercise of the voting power of the Company Interests unless
                    the Person first seeks to obtain the  instruction of another
                    person.

          13.3 Acquiring  Person  Statement.  Any Person who proposes to make or
     who has  made a  Control  Company  Interests  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:

               (a) 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 Company Interests;

               (b) A statement  that the  Acquiring  Person  statement  is given
          under this  Article  13;

               (c)  The  number  of  Company   Interests   owned   (directly  or
          indirectly)  by the  Acquiring  Person  and each  other  member of any
          group;

               (d) The  applicable  range of  voting  power as set  forth in the
          definition of "Control Company Interests"; and

               (e)  If  the  Control  Company  Interests   Acquisition  has  not
          occurred:

                    (i) A description  in reasonable  detail of the terms of the
               proposed  Control  Company   Interests   Acquisition;   and

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

                         (A) The proposed Control Company Interests Acquisition,
                    if consummated, will not be contrary to law; and

                         (B) 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  Company
                    Interests Acquisition.

          13.4 Special Meeting.

               (a) 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 Company  Interests  acquired or to be acquired in the
          Control Company Interests Acquisition.

               (b) 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.

               (c)  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  both the request and
          the undertaking.

               (d) If the  Acquiring  Person  makes a request  in writing at the
          time of  delivery  of the  Acquiring  Person  statement,  the  special
          meeting may not be held sooner than 30 days after the day on which the
          Company receives the Acquiring Person statement.

               (e) If no request is made under  subsection  (a) of this  Section
          13.4,  the issue of the  voting  rights  to be  accorded  the  Company
          Interests  acquired in the Control Company Interests  Acquisition may,
          at the option of the Company,  be presented for  consideration  at any
          meeting of the  Shareholders.  If no request is made under  subsection
          (a) of this Section 13.4 and the Company proposes to present the issue
          of the voting rights to be accorded the Company Interests  acquired in
          a Control  Company  Interests  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.

          13.5 Calls.

               (a) A call of a special  meeting of  Shareholders is not required
          to be made under  Section 13.4  unless,  at the time of delivery of an
          Acquiring  Person  statement under Section 13.3, the Acquiring  Person
          has:

                    (i)  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  Company
               Interests Acquisition not to be provided by the Acquiring Person;
               and

                    (ii) Delivered a copy of the agreements to the Company.

          13.6 Notice of Meeting.

               (a) 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 the  Shareholder  is
          entitled to vote at the meeting.

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

                    (i) A copy of the Acquiring  Person  statement  delivered to
               the Company under Section 13.3; and

                    (ii) 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 Company Interests.

          13.7 Redemption Rights.

               (a) If an Acquiring  Person  statement  has been  delivered on or
          before the 10th day after the Control Company  Interests  Acquisition,
          the  Company  may, at its  option,  redeem any or all Control  Company
          Interests,  except Control  Company  Interests 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.

               (b)  In  addition  to  the  redemption  rights  authorized  under
          subsection (a) of this Section 13.7, if an Acquiring  Person statement
          has not been  delivered  on or before  the 10th day after the  Control
          Company Interests Acquisition,  the Company may, at its option, redeem
          any or all Control Company Interests, except Control Company Interests
          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  Company  Interests  Acquisition  and ending 60 days after the
          acquiring person statement has been delivered.

               (c) Any  redemption  of  Control  Company  Interests  under  this
          Section  shall be at the  fair  value of the  Company  Interests.  For
          purposes of this section, "fair value" shall be determined:

                    (i) As of  the  date  of the  last  acquisition  of  Control
               Company  Interests by the Acquiring  Person in a Control  Company
               Interests  Acquisition  or, if a meeting  is held  under  Section
               13.4, as of the date of the meeting; and

                    (ii) Without  regard to the absence of voting rights for the
               Control Company Interests.

          13.8  Amendment.   Notwithstanding   any  other   provisions  of  this
     Agreement, this Article 13 may only be amended or repealed by a vote of 80%
     in  interest  of all  Shareholders,  voting  together  as a  single  class,
     excluding any votes cast with respect to Interested Company Interests.

                                   ARTICLE 14

                            Miscellaneous Provisions

          14.1 Notices.

               (a) Except as  otherwise  provided  in this  Agreement  or in the
          By-laws, 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).

               (b) 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.

               (c) 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.

               (d) By giving to the other parties  written notice  thereof,  the
          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.

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

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

          14.4  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  Common  Shares  (or,  in the  case of a
     written  Consent  without  a  meeting,  more  than 50% in  interest  of the
     aggregate  then-outstanding  Common Shares),  voting or acting as one class
     (and not as separate  classes,  notwithstanding  the fact that there may be
     members of more than one class voting); provided, however, that Section 8.1
     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 Common Shares.

          14.5  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.

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

          14.7  Separability  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.

          14.8 Headings. The headings contained in this Agreement (including but
     not limited to the titles of the Schedules  and Exhibits  hereto) 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.

          14.9 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.

          14.10  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.

          14.11 Entire Agreement. This Agreement, and all Schedules and Exhibits
     hereto,  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.

     IN WITNESS WHEREOF, the undersigned, being the Chairman and Chief Executive
Officer and the  President  of the  Company,  respectively,  have  executed  and
delivered  this Amended and Restated  Certificate  of  Formation  and  Operating
Agreement on behalf of the Shareholders who have duly approved this Agreement as
required by Section 14.4 as of the day and year first-above written.

                    By:  /s/ Mark K. Joseph
                        -------------------------------------------------
                         Name:  Mark K. Joseph
                         Title: Chairman and Chief Executive Officer

                    By:  /s/ Michael L. Falcone
                        -------------------------------------------------
                         Name:  Michael L. Falcone
                         Title: President