<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>jvclosingllcopa061313.txt
<DESCRIPTION>RIVERFRONT INVESTMENT PARTNERS I LLC AGREEMENT
<TEXT>
                         LIMITED LIABILITY COMPANY AGREEMENT
                                        OF
                         RIVERFRONT INVESTMENT PARTNERS I LLC

      THIS  LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made as of June
13,  2013  ("Effective  Date"),  between  (i)  FRP  Riverfront I LLC, a Delaware
limited  liability company ("Investor"), and (ii) MRP SE Waterfront Residential,
LLC, a District of Columbia limited liability company ("MRP", and, together with
Investor, the "Members").

                               R E C I T A L S :

      A. Pursuant to a Certificate of Formation filed on April 29, 2013 with the
Secretary  of  State  of  the  State  of  Delaware  ("Certificate"),  Riverfront
Investment  Partners  I  LLC  was formed as a Delaware limited liability company
under the Delaware Limited Liability Company Act ("Act").

      B.  Investor  and  MRP,  being the sole Members of the Company (as defined
below),  desire to set out their agreement as to the conduct of the business and
the  affairs  of  the  Company.  This  Agreement  shall  constitute  the limited
liability  company agreement of the Company under the Act. "Certificate" has the
meaning set forth in the recitals to this Agreement.

      NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements contained
herein,  and  other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties do hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      1.1  Definitions.  As used in this Agreement, the following terms have the
meanings set forth below:

      "Act" has the meaning set forth in the recitals to this Agreement.

      "Additional Capital Contribution" has the meaning set forth in
Section 7.2.

      "Adjusted Capital Account Deficit" means, with respect to any Member, the
deficit balance, if any, in such Member's Capital Account as of the end of the
relevant Fiscal Year, after giving effect to the following adjustments:

                (i)  Credit  to  such Capital Account any amounts such Member is
obligated  to  restore  or  is deemed to be obligated to restore pursuant to the
penultimate   sentences  of  Treasury  Regulations  Sections  1.704-2(g)(1)  and
1.704-2(i)(5); and

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

The  foregoing  definition  of  Adjusted  Capital Account Deficit is intended to
comply  with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)
and shall be interpreted consistently therewith.

      "Administrative Member" means MRP, and any replacement Administrative
Member pursuant to this Agreement.

      "Affiliate" means with respect to any Person (i) any other Person that
directly or indirectly through one or more intermediaries Controls or is
Controlled by or is under common Control with such Person, (ii) any other Person
owning  or  Controlling  ten  percent  (10%)  or  more of the outstanding equity
securities of, or other ownership interests in, such Person, and

(iii) any officer, director, member, manager or partner of such Person or of any
Person that Controls or owns ten percent (10%) or more of the outstanding equity
securities of such Person. For purposes of this definition, "control," when used
with  respect  to  any  Person,  means  the  power  to direct the management and
policies  of  such Person, directly or indirectly, whether through the ownership
of  voting securities, by contract or otherwise, and the terms "Controlling" and
"controlled" have meanings correlative to the foregoing.

      "Affiliate Contract" means any agreement between the Company (or a
Subsidiary) and a Member (or Member Affiliate), including the Development
Agreement.

      "Agreement" has the meaning set forth in the preamble.

      "AP Firm" has the meaning set forth in Section 13.18(a).

      "Applicable Rate" has the meaning set forth in Section 7.3(a).

      "Approval Request" has the meaning set forth in Section 4.2(b).

      "Approval Response" has the meaning set forth in Section 4.2(b).

      "Approved Contract" means any contract or agreement entered into by the
Company  or in its name by the Administrative Member, with all Member approvals,
if any, required by this Agreement having been obtained.

      "Approved PUD" means, collectively, the following, as the same may be
modified from time to time: (i) Zoning Commission for the District of Columbia,
Zoning  Commission  Order  No.  04-14B,  Z.C.  Case  No.  04-14B,  Florida  Rock
Properties,  Inc.  (Modifications  to  Second-Stage  Approval for First Phase of
Development  and Approval of Reversion to a First-Stage PUD and Modifications to
Second,  Third, and Fourth Phases of Development @ Square 708, Lot 14) - January
14,  2013;  and  (ii)  Zoning  Commission  for  the District of Columbia, Zoning
Commission Order No. 04-14C, Z.C. Case No. 04-14C, Florida Rock Properties, Inc.
(One-Year PUD Time Extension @ Square 708, Lot 14) -January 14, 2013 "Architect"
means  SK&I,  or  a  replacement architect selected by MRP subject to Investor's
approval (which will not be unreasonable

<PAGE>


withheld, conditioned or delayed).

      "Assignment Agreement" means the Assignment of Development Workproduct
dated as of the Effective Date between MRP and Development Manager, as
Assignors,  and  the  Company,  as Assignee, whereby MRP and Development Manager
each  assigned to the Company all of its right, title and interest in and to the
Pre-Development Work Product.

      "Ballpark District" means the area bounded by the Anacostia River to the
South,  the Southwest Freeway to the North, South Capitol Street to the West and
8th Street SE to the East

      "Bankruptcy" means, with respect to the affected party, (i) the entry of
an order for relief under the Bankruptcy Code, (ii) the admission by such party
of its inability to pay its debts as they mature, (iii) the making by it of an
assignment for the benefit of creditors, (iv) the filing by it of a petition in
bankruptcy or a petition for relief under the Bankruptcy Code or any other
applicable federal or state bankruptcy or insolvency statute or any similar law,
(v)  the  expiration  of  sixty  (60)  days  after  the filing of an involuntary
petition  against  or  involving  such party under the Bankruptcy Code, provided
that the same shall not have been dismissed, vacated, set aside or stayed within
such  sixty-day  (60-day)  period;  (vi)  an  application  by such party for the
appointment  of a receiver for the assets of such party, (vii) the expiration of
sixty (60) days after the filing of an involuntary petition seeking liquidation,
reorganization, arrangement or readjustment of its debts under any other federal
or state insolvency law, provided that the same shall not have been vacated, set
aside  or  stayed within such sixty-day (60-day) period or (viii) the imposition
of  a  judicial  or  statutory  lien  on all or a substantial part of its assets
unless  such  lien  is  discharged  or vacated or the enforcement thereof stayed
within sixty (60) days after its effective date.

      "Bankruptcy Code" means Title 11 of the United States Code, as amended,
or any corresponding provision(s) of succeeding law.

      "Book Value" with respect to any Company Asset, means its adjusted basis
for federal income tax purposes, except that the initial Book Value of any asset
contributed by a Member to the Company shall be an amount equal to the agreed
gross fair market value of such asset, as determined by the Members, and such
Book  Value  shall  thereafter  be adjusted in a manner consistent with Treasury
Regulations   Section   1.704-l(b)(2)(iv)(g)   for   revaluations  and  for  the
Depreciation taken into account with respect to such asset.

      "Budget" means the Preliminary Development Budget, the Final Development
Budget  the  Operating Budget, and/or the Capital Budget, as applicable, in each
case  as  may  be  modified or updated from time to time in accordance with this
Agreement.

      "Business Day" means any Monday through Friday on which commercial banks
are authorized to do business and are not required by law or executive order to
close in the District of Columbia.


<PAGE>


      "Call" has the meaning set forth in Section 4.12.

      "Capital Account" when used in respect of any Member means the Capital
Account  maintained  for  such  Member  in  accordance with Section 8.1, as said
Capital  Account may be increased or decreased from time to time pursuant to the
terms hereof (including Section 8.1).

      "Capital Budget" has the meaning set forth in Section 6.4(e).

      "Capital Call" has the meaning set forth in Section 7.2.

      "Capital Contribution" when used with respect to any Member means the
aggregate amount of capital contributed or deemed contributed to the Company by
such Member in accordance with Article 7.

      "Certificate" has the meaning set forth in the recitals to this Agreement.

      "Civil Engineer" means Wiles Mensch, or a replacement civil engineer
selected by MRP subject to Investor's approval (which will not be unreasonable
withheld, conditioned or delayed).

      "Closing" has the meaning set forth in Section 10.2(a).

      "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision(s) of succeeding law.

      "Company" means Riverfront Investment Partners I LLC, a Delaware limited
liability company.

      "Company Assets" means all right, title and interest in and to all or any
portion of the assets of the Company (including the Company's ownership interest
in any Subsidiary, but not including assets held directly by a Subsidiary) and
any property (real, personal, tangible or intangible) or estate acquired in
exchange therefor or in connection therewith.

      "Company Financing" means the Construction Financing, and any additional
debt financing, extension, replacement or refinancing thereof, from time to
time, that is obtained by the Company and/or a Subsidiary, as applicable,
including any Construction Financing.

      "Confidential Information" has the meaning set forth in Section 13.14(a).

      "Construction Compliance Requirements" has the meaning set forth in
Section 4.13.

      "Construction Contract" has the meaning set forth in Section 4.5(a).

      "Construction Financing" has the meaning set forth in Section 4.4(a).

      "Construction Lender" means the lender of any Construction Financing.


<PAGE>


      "Contributed Land" has the meaning set forth in Section 7.1(a).

      "Contribution Agreement" means the Contribution Agreement dated March 30,
2012, between Florida Rock Properties, Inc. and MRP with respect to the
formation of the Company and certain other transactions described therein, as
amended by that certain (i) First Amendment to Contribution Agreement dated
May  23,  2012,  (ii)  Second Amendment to Contribution Agreement dated June 27,
2012, (iii) Third Amendment to Contribution Agreement dated July 27, 2012,

(iv) Fourth Amendment to Contribution Agreement dated August 24, 2012, (v) Fifth
Amendment to Contribution Agreement dated September 27, 2012,

(vi)  Sixth Amendment to Contribution Agreement dated November 8, 2012 and (vii)
Seventh Amendment to Contribution Agreement dated as of the Effective

Date.

      "Contribution Deed" has the meaning set forth in Section 7.6(a).

      "Conversion" has the meaning set forth in Section 10.8(c).

      "Conversion Election Notice" has the meaning set forth in Section 10.8(c).

      "Conversion Notice" has the meaning set forth in Section 10.8(c).

      "Cost Overrun" means, as the case may be, the amount, if any, by which
(i) the amount of Total Project Costs actually expended for any line item in the
Final  Development  Budget  exceeds the budgeted amount of such line item in the
Final  Development  Budget, or (ii) the actual aggregate amount of Total Project
Costs  actually  expended  exceeds the budgeted amount of Total Project Costs as
set  forth in the Final Development Budget, all as determined in accordance with
the principles stated in Section 5.8.

      "D.C." or "District" means the District of Columbia.

      "Defaulting Member" has the meaning set forth in Section 7.1(e).

      "Depreciation" means, for each Fiscal Year or other period, an amount
equal to the depreciation, amortization or other cost recovery deduction
allowable with respect to an asset for such year or other period for federal
income tax purposes, except that if the Book Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such year or
other period, Depreciation shall be an amount which bears the same ratio to
such beginning Book Value as the federal income tax depreciation, amortization
or other cost recovery deduction for such year or other period bears to such
beginning adjusted tax basis; provided however, that if the federal income tax
depreciation, amortization or other cost recovery deduction for such year is
zero, Depreciation shall be determined with reference to such beginning Book
Value  using  any  reasonable method selected by the Administrative Member. With
respect  to  any  asset  of  the Company for which depreciation is calculated in
accordance with Treasury Regulations

<PAGE>


Section 1.704-3(d), Depreciation shall be calculated in the same manner.

      "Design Documents" has the meaning set forth in Section 4.2(a)

      "Design Professionals" mean the Civil Engineer, Architect, Landscape
Architect,  and any structural engineers or mechanical engineers retained by the
Company,  or  its other design professionals, to perform design related services
in connection with the preparation of the Design Documents, Development Approval
submissions,   building  permit  submissions  or  any  other  applicable  design
documents  required in connection with the Project, as designated by MRP subject
to Investor's approval (which shall not be unreasonable withheld, conditioned or
delayed).

      "Development Agreement" means the Development Management Agreement dated
as of the Effective Date between the Company, as owner, and Development
Manager, as development manager.

      "Development Approvals" means final, non-appealable approval of each of
the following: (i) sheeting, shoring and excavation permit; (ii) open space
permit; (iii) any other approval required of any Governmental Authority prior
to the issuance of building permits, and including reaching final agreement on
the form and amount of all bonds, letter of credit to secure performance,
development agreement, public works agreement and the like, between the
Company and applicable Governmental Authorities.

      "Development Costs" means all third party costs and expenses associated
with the Company's activities in preparation for development of the Project
including, but not limited to, in connection with the entitlement, design,
development, Vertical Construction and completion of the Project, whether
expended prior to Effective Date or anticipated to be expended after the
Effective   Date.   Notwithstanding   the  foregoing,  Development  Costs  shall
specifically  exclude  all  costs  excluded from "Pre-Closing Development Costs"
under the Contribution Agreement.

      "Development Fee" has the meaning set forth in Section 5.3(b).

      "Development Manager" means MidAtlantic Realty Partners, LLC, a Virginia
limited liability company, which is an Affiliate of MRP.

      "Development Period" means the period beginning on the Effective Date and
terminating on the earlier of (i) the date of commencement of Vertical
Construction, and (ii) the date of termination of this Agreement.

      "Distributable Cash" for any Fiscal Year, quarter or other period means
the excess, if any, of (a) the sum of (i) the amount of all cash receipts of
the Company during such period and (ii) any working capital of the Company
existing at the start of such period less (b) the sum of (i) all cash amounts
payable (or accrued for future payments) in such period on account of operating
expenses and capital expenditures incurred in connection with the Company's
business


<PAGE>


(including, without limitation, general operating expenses, taxes, amortization
or interest on debt, and expenses incurred in connection with the satisfaction
of any mortgage financing upon a Sale or refinancing of the Property, and other
Company  expenses),  and  (ii) appropriate Reserves for working capital, capital
expenditures  and other future needs of the Company (A) as reasonably determined
by   the   Administrative  Member  from  time  to  time  (and  approved  by  the
Non-Administrative  Member  pursuant  to Section 3.2), or (B) as provided for in
any Budget.

      "Effective Date" has the meaning set forth in the preamble to this
Agreement.

      "Environmental Consultant" means ECS, Schnabel, or another reputable firm
that performs environmental assessments and remediation related services
designated by MRP subject to Investor's reasonable approval.

      "Executive Negotiation Period" means a period of ten (10) calendar days
(or three (3) calendar days in the case of a Major Decision Dispute Notice
involving an Expedited Major Decision) following the delivery of a Major
Decision  Dispute  Notice during which one or both of the Representatives of MRP
and  the Representative of Investor shall negotiate in good faith to resolve the
dispute with respect to the Major Decision at issue.

      "Expedited Major Decision" means a Major Decision identified as such
pursuant to Section 3.3(a).

      "Extraordinary Decision" means any Major Decision with respect to the
matters in Section 3.2(a), (b), (c), (d), (e), (g), (h), (i), (n), (p), (t),
(u), (w) (to the extent any such guaranty, indemnity bond or surety bond by the
Company  is  given  other than in connection with the Constructing Financing, or
for  the  benefit  of  a  Member  or its Affiliate, or other third party, or for
non-Company purposes), (jj), (kk) and (ll).

      "Failed Funding" has the meaning set forth in Section 7.3(a).

      "Fee Transfer Date" has the meaning set forth in Section 7.6.

      "Final Development Budget" has the meaning set forth in Section 4.6(b).

      "Final Development Schedule" has the meaning set forth in Section 4.7(b).

      "Financing Decision" means any Major Decision with respect to the matters
in Section 3.2(q) or (r).

      "Fiscal Year" means the fiscal year of the Company, which shall be the
calendar year; provided that upon termination of the Company "Fiscal Year" will
mean the period from the end of the last preceding Fiscal Year to the date of
such termination.

      "Florida Rock" means Florida Rock Properties, Inc., FRP Development
Corp.,  Patriot  Transportation  Holding, Inc. and/or the public shareholders of
Patriot Transportation Holding,

<PAGE>


Inc.

      "Funding Member" has the meaning set forth in Section 7.3(a).

      "Funding Investor" has the meaning set forth in Section 4.8(d).

      "Governmental Authority" means any federal, state, District of Columbia,
county or municipal authority, agency, department, board, official or officer
having jurisdiction over the Property, the proposed development thereof or the
construction of Off-Site Improvements (if any) required in connection with
Vertical Construction.

      "Ground Lease" means that certain Lease, dated as of the date hereof,
between Investor, as lessor, and the Company, as lessee, as amended or
otherwise modified from time to time.

      "Guaranty" or "Guaranties" means any completion guaranty, guaranty of
non-recourse carve outs and/or an environmental guaranty or indemnity.

      "Guaranty Cost Sharing Agreement" has the meaning set forth in Section
5.4(c).

      "Hypothetical Liquidation" means a hypothetical series of transactions
occurring on a given date, in which the Company is liquidated and all Company
Assets, including cash, are sold for cash equal to their Book Value, taking into
account  any adjustments thereto for such period, all liabilities of the Company
are  satisfied in full in cash according to their terms (limited with respect to
each  nonrecourse  liability  to  the  Book  Value  of  the assets securing such
liability)  and  all Distributable Cash (after satisfaction of such liabilities)
is distributed in full pursuant to Section 9.1(a).

      "Improvements" means any and all improvements (above or below grade) to
be constructed on the Land (or, if applicable, on the balance of the Investor
Property  or completely off-site to the Land and Investor Property), pursuant to
the  Approved  PUD and/or other Development Approvals for the Project, including
Shared  Improvements,  which  the  Company anticipates being required to perform
under the Development Approvals for the Project as part of the first development
phase under the Approved PUD.

      "Initial Capital Contribution" has the meaning set forth in Section 7.1.

      "Initiating Member" has the meaning set forth in Section 4.12(a).

      "Interest" means the entire limited liability company interest of a
Member in the Company at any particular time, including the right of such Member
to  any  and  all benefits to which a Member may be entitled as provided in this
Agreement,  together  with the obligations of such Member to comply with all the
terms and provisions of this Agreement.

      "Investor" has the meaning set forth in the preamble to this Agreement.


<PAGE>


      "Investor Property" means the real property consisting of 5.82 acres of
land, more or less, located at 25 Potomac Avenue, SE, Washington D.C. as more
particularly described in Schedule 1.1-A attached hereto, less and except the
Land.

      "IRR" means, as of any date and with respect to any Member, the annual
percentage rate that, when utilized to calculate the present value of all
distributions to such Member causes such present value of distributions to
equal the present value the Capital Contributions made by such Member.
The  present  value of a Member's Capital Contributions on the Effective Date is
the  nominal  amount  of  such  Member's  Initial  Capital Contributions and the
present  value  of  any Capital Contribution or distribution after the Effective
Date  is  the  nominal  amount  of  such  Capital  Contribution  or distribution
discounted  back  from  the  date of such Capital Contribution to the date made,
utilizing  said  annual  percentage rate. IRR shall be calculated using the XIRR
function in Microsoft Excel 2010.

      "IRS" means the Internal Revenue Service and any successor agency or
entity thereto.

      "Land" means the real property described on Schedule 1.1-B.

      "Land Contribution" means the contribution and conveyance of the
Contributed Land by Contribution Deed from FRP to the Company in accordance with
Section 7.6 of this Agreement.

      "Landscape Architect" means Oculus, or a replacement landscape architect
selected by MRP subject to Investor's approval (which will not be unreasonable
withheld, conditioned or delayed).

      "Legal Requirements" means all present and future federal, state and/or
local/municipal laws, statutes, codes, regulations, ordinances, administrative
or judicial orders, rules, administrative guidelines, requirements, directives
and actions of any Governmental Authority or quasi-Governmental Authority, and
other legal requirements of whatever kind or nature that are applicable to the
Company,  the  ownership, development, servicing, use, operation or marketing of
the  Property,  and/or  the  Members  and  their Affiliates, and any amendments,
modifications or changes to any of the foregoing.

      "Loan Documents" means the documents evidencing or securing any Company
Financing.

      "Loss" has the meaning set forth in Section 8.2(a).

      "Major Decision" has the meaning set forth in Section 3.2.

      "Major Decision Dispute Notice: has the meaning set forth in
Section 3.3(a).

      "Manager Removal Event" has the meaning set forth in Section 3.6(a).

      "Mandatory Capital Contribution" has the meaning set forth in
Section 7.1(e).


<PAGE>


      "Member" has the meaning set forth in the preamble to this Agreement.

      "Member Affiliate" means any Affiliate of a Member.

      "MRP" has the meaning set forth in the preamble to this Agreement.

       "MRP Affiliate" means MRP and any Member Affiliate of MRP.

       "MRP Guarantors" means and refer to one or more MRP Affiliates and/or
MRP  Principals  that  provide  the  loan  guaranties required under the Company
Financing in accordance herewith.

       "MRP Principals" means Robert Murphy, Frederick Rothmeijer, Ryan Wade
and J. Richard Saas.

      "Non-Administrative Member" means Investor, whenever MRP is
Administrative Member, or MRP, whenever Investor is Administrative Member.

      "Non-Funding Member" has the meaning set forth in Section 7.3(a).

      "Non-Initiating Member" has the meaning set forth in Section 4.12(a).

      "Non-Selling Member" has the meaning set forth in Section 10.2(a).

      "Notice to Proceed" has the meaning set forth in Section 4.11.

      "Off-Site Improvements" means any and all off-site improvements required
in connection with obtaining, or as a condition to the issuance of, all
required Development Approvals for the Project, or otherwise required or agreed
to (and approved by MRP and Investor) in connection with the Vertical
Construction.

      "Operating Budget" has the meaning set forth in Section 6.4(b).

      "Organizational Document" means with respect to any Person (i) in the
case of a corporation, such Person's certificate of incorporation and by-laws
and any shareholder agreement, voting trust or similar arrangement applicable
to any of such Person's authorized shares of capital stock, (ii) in the case of
a limited partnership, such Person's certificate of limited partnership and
limited partnership agreement, and any voting trusts or other instruments or
agreements affecting the rights applicable to any of its partners, (iii) in the
case of a limited liability company, such Person's certificate of formation or
articles of organization or similar document, operating agreement and any
voting trusts or other instruments or agreements affecting the rights of
holders of limited liability company interests or (iv) in the case of any other
legal entity, such Person's organizational documents and any voting trusts and
other instruments or agreements affecting the rights of holders of equity
interests in such Person.


<PAGE>


      "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
Treasury Regulations Section 1.704-2(i). A Member's share of Partner Nonrecourse
Debt  Minimum  Gain  shall be determined in accordance with Treasury Regulations
Section 1.704-2(i)(5).

      "Partnership Minimum Gain" has the meaning set forth in Treasury
Regulations   Section   1.704-2(d).   In  accordance  with  Regulations  Section
1.704-2(d),  the  amount  of  Partnership  Minimum  Gain  is determined by first
computing,  for  each  Company nonrecourse liability, any gain the Company would
realize  if  it  disposed  of  the  property  subject  to  that liability for no
consideration   other   than  full  satisfaction  of  the  liability,  and  then
aggregating  the  separately  computed  gains.  A  Member's share of Partnership
Minimum Gain shall be determined in accordance with Treasury Regulations Section
1.704-2(g)(1).

      "Percentage Interest" means, with respect to any Member as of any date,
the ratio that (i) the sum of the Initial Capital Contributions, Mandatory
Capital  Contributions  and  Projected Additional Capital Contributions actually
made  by  such  Member  on  or before such date, calculated without duplication,
bears  to  (ii)  the  sum  of the total Initial Capital Contributions, Mandatory
Capital  Contributions  and  Projected Additional Capital Contributions actually
made  by  all  Members  on or before such date, as the same may be adjusted from
time to time pursuant to this Agreement, calculated without duplication.

      "Permitted Court" has the meaning set forth in Section 13.7.

      "Permitted Exceptions" collectively, (i) the matters set forth as
exceptions on the Owner's pro forma title policy as attached, along with the
Title Commitment as Exhibit G hereto, (ii) the matters that would be shown on an
ALTA survey of the Property performed as of the Effective Date, (iii) the Ground
Lease,  (iv)  the  memorandum  of  Ground  Lease,  (v)  a  mutually  agreed upon
Declaration  of  Covenants  for  a  Storm Water Management Facility and (vi) any
matters created by the Company in accordance with the terms of this Agreement on
or after the Effective Date.

      "Person" means any individual, partnership, corporation, limited
liability company, trust or other legal entity.

      "Post-Withdrawal Interest" refers to the membership interest of MRP
after a Withdrawal Event, which shall be substantially identical to the
Interest  of an assignee of the Interest of a Member of the Company who or which
has not been approved or admitted as a substitute Member of the Company, as more
fully described in Section 3.8.

      "Pre-Development Work Product" has the meaning set forth in the
Assignment Agreement.

      "Preferred Return" means an amount calculated like interest equal to
thirteen percent (13%) per annum, compounded monthly, calculated in the same
manner as the calculation of the return in the XIRR function in Microsoft
Excel 2010, on a Member's Unrecovered Capital


PAGE>


Contribution, until such Unrecovered Capital Contribution has been reduced to
zero.

      "Preliminary Development Budget" has the meaning set forth in
Section 4.6(a).

      "Preliminary Development Schedule" has the meaning set forth in
Section 4.7(a).

      "Priority Loan" has the meaning set forth in Section 7.3(b).

      "Profit" has the meaning set forth in Section 8.2(a).

      "Project" means the development, construction, ownership, management,
control, leasing, operation, financing, refinancing, mortgaging, maintenance,
and Sale or other disposition of the Property by the Company or a Subsidiary.

      "Projected Additional Capital Contributions" has the meaning set forth
in Section 4.8(a).

      "Projected Capital Funding Notice" has the meaning set forth in
Section 4.8(b).

      "Project Value" has the meaning set forth in Section 10.8(c).

      "Promote Distributions" means collectively, all distributions made or
to be made to MRP pursuant to clause (B) of Section 9.1(a)(iii), clause (B)
of Section 9.1(a)(iv) and clause (B) of Section 9.1(a)(v).

      "Property" means the Land and the Improvements.

      "Proposing Member" has the meaning set forth in Section 3.3(a).

      "Purchasing Member" has the meaning set forth in Section 10.2(a).

      "Put" has the meaning set forth in Section 4.12.

      "Put/Call Closing" has the meaning set forth in Section 4.12(b).

      "Put/Call Notice" has the meaning set forth in Section 4.12(a).

      "Put/Call Price" has the meaning set forth in Section 4.12(a).

      "REA" means that certain Declaration of Covenants, Restrictions, Rights,
Affirmative  Obligations  and  Conditions,  to  be  executed and recorded by FRP
concurrently  with,  or  prior to, the contribution of the Company Parcel to the
Company pursuant to Section 7.6, below.

      "Receiving Member" has the meaning set forth in Section 3.3(a).

      "Reserves" means, with respect to any fiscal period, funds set aside in
the Budget, or amounts allocated in the Budget during such period for normal
and customary reserves for


<PAGE>


working capital and to pay taxes, insurance, debt service or other costs or
expenses incident to the ownership or operation of the Company's business (and
including any reserves required by the lender under any Company Financing).

      "Sale" means any transaction or series of transactions whereby (a) the
Company directly or indirectly (except as described in other subsections of this
definition)  sells, grants, Transfers, conveys, or relinquishes its ownership of
the  Property  or  portion  thereof, and including any event with respect to the
Property  which  gives  rise  to  a  significant amount of insurance proceeds or
condemnation  awards, but excluding a lease of space located within the Property
in  the  ordinary  course of business and/or the granting of any easement in the
normal  course  of  development  of  the  Property;  (b) the Company directly or
indirectly  (except as described in other subsections of this definition) sells,
grants,  Transfers, conveys, or relinquishes its ownership of all or any portion
of the interest of the Company in any Subsidiary; or

(c) the Company directly or indirectly (except as described in other subsections
of  this  definition) sells, grants, conveys or relinquishes its interest in any
Company  Assets  or portion thereof, or any other asset not previously described
in  this  definition,  and any event which gives rise to a significant amount of
insurance proceeds or similar awards. For the avoidance of doubt, the conveyance
of  fee  simple  title  to  the  Property by Investor to the Company pursuant to
Section 7.6 shall not constitute a "Sale".

      "Sale Decision" means any Major Decision with respect to a proposed Sale.

      "Selling Member" has the meaning set forth in Section 10.2(a).

      "Shared Improvements" means all buildings, common areas, and other
improvements or areas located on the Investor Property or the Property and
which are intended for the benefit of the Property and the Investor Property,
collectively, and the owners, tenants, occupants, invitees, licensees and
business visitors thereof, pursuant to the terms of a reciprocal easement
agreement encumbering the Investor Property and the Property.

      "Special Capital Contribution" has the meaning set forth in
Section 7.3(b).

      "Stabilization" means the first date after the substantial completion of
all of the Improvements, on which at least ninety percent (90%) of the
individual apartments in such Improvements have been leased to, and are
occupied by, third party tenants.

      "Standard of Conduct" has the meaning set forth in Section 3.7.

      "Subsidiary" has the meaning set forth in Section 2.6(c).

      "Substituted Member" means any Person admitted to the Company as a
Member pursuant to the provisions of Section 10.5.

      "T&S Firm" has the meaning set forth in Section 13.18(b).


<PAGE>


      "Target Financing Amount" means the maximum amount of non-recourse
financing reasonably achievable by the Company without payment guaranties for
purposes of any Construction Financing of the Project, not to exceed the amount
of financing that would result in the aggregate Initial Capital Contribution of
MRP being less than $4,000,000.

      "Tax Matters Member" means Investor.

      "Title Commitment" means the commitment for title insurance issued by the
Title Company and attached hereto as Exhibit G.

      "Title Company" means Commonwealth Land Title Insurance Company.

      "Total Asset Value" has the meaning set forth in Section 4.12(a).

      "Total Project Costs" means all costs of developing the Project,
including the Parcel Value, and all Development Costs, as provided for in the
then current Preliminary Development Budget or in the Final Development Budget,
as applicable.

      "Traffic Consultant" means Gorove Slade, or another reputable traffic
consulting firm designated by MRP subject to Investor's reasonable approval.

      "Transfer" with respect to a Member, means any transfer, sale, pledge,
hypothecation, encumbrance, assignment or other disposition, directly or
indirectly, of any portion of the Interest of such Member or the proceeds
thereof (whether voluntarily, involuntarily, by operation of law or otherwise).

      "Treasury Regulations" means the regulations promulgated under the Code,
as such regulations are in effect on the date hereof.

      "Unpaid Preferred Return" means, with respect to any Member, as of any
date, the aggregate amount of Preferred Return earned by such Member, less the
amounts that have been distributed to such Member pursuant to Section 9.1(a)(i)
and less any reductions in such Member's Unpaid Preferred Return pursuant to
Section 7.3(d).

      "Unrecovered Capital Contribution" means, with respect to any Member, as
of any date, the aggregate amount of such Member's Capital Contributions which
have been made (or deemed made) to the Company pursuant to Sections 7.1 or 7.2
from time to time, less the amounts that have been distributed to such Member
as a return of capital pursuant to Section 7.1(a)(ii) and less any reductions
in such Member's Unrecovered Capital Contribution pursuant to Section 7.3(d).

      "Valuation Notice" has the meaning set forth in Section 4.12(a).

      "Vertical Construction" means the construction of buildings, surface
parking facilities, subsurface or structured parking facilities, and all
related sitework, Shared Improvements and


<PAGE>


off-site improvements contemplated under all final Development Approvals,
building permits and final approved plans and specifications for the Project.

      "Vertical Construction Contingencies" has the meaning set forth in
Section 4.10(a).

      "Vertical Contingencies Notice" has the meaning set forth in
Section 4.10(b).

      "Vertical Decision Period" has the meaning set forth in Section 4.11.

      "Vertical Target Date" means the date that is twenty-seven (27) months
after the Effective Date, as the same may be extended in accordance with the
express provisions of this Agreement, or by mutual written agreement of
Investor and MRP.

      "Withdrawal Event" means such event as is expressly provided for in this
Agreement,  which  results  in  the consequent conversion of MRP's Interest from
that  of  Administrative  Member  and  Member  of the Company to the holder of a
Post-Withdrawal  Interest,  as  more fully provided for and described in Section
3.8.

      1.2  Terms  Generally.  For  all  purposes  of  this  Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

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

           (b)  the  words  "including" and "include" and other words of similar
import shall be deemed to be followed by the phrase "without limitation"; and

           (c)  any  reference herein to a "Schedule" is to one of the Schedules
attached  to  this  Agreement and any reference to an Article or a Section is to
one  of the Articles or Sections of this Agreement. Each of the Recitals hereto,
and each Schedule attached hereto and referred to herein, is hereby incorporated
herein by reference.

                                    ARTICLE 2
                          THE COMPANY AND ITS BUSINESS

      2.1  Formation  of the Company. The Company was formed as described in the
Recitals  hereto. Upon the execution of this Agreement by Investor and MRP, this
Agreement shall become the limited liability company agreement of the Company.

      2.2 Company Name. The business of the Company shall be conducted under the
name  of  "Riverfront  Investment Partners I LLC" in the State of Delaware under
such  name  or  such  assumed  names  as may be determined by the Administrative
Member  to  be  necessary  or appropriate to comply with the requirements of any
other jurisdiction in which the Company may be required to qualify.

<PAGE>



      2.3 Members.

          (a)  The  Members  of  the Company shall be Investor and MRP, and such
additional  Members  as  may  hereafter be admitted in accordance with the terms
hereof.

          (b)  The  limited  liability  company  interests issued to the Members
pursuant  to  this  Agreement  have  been duly authorized and are validly issued
limited liability company interests in the Company.

          (c)  Each  Member  confirms  its  understanding  and agreement that no
Member  shall  have  any  fiduciary  duty whatsoever to the Company or any other
Member  (it  being agreed among the Members that no Member shall be construed as
having  any  duty to the Company or any other Member other than such obligations
as  are  provided  in  this Agreement and such other obligations, if any, as are
required by applicable law, after taking into account the effect of this Section
2.3(c)).  This  Section 2.3(c) is subject to, and shall not in any way reduce or
otherwise  limit  the  specific obligations of any Member expressly provided in,
the  remaining  provisions in this Agreement or any other agreement entered into
by the Company, any Member or its Affiliate, including compliance by each Member
with the Standard of Conduct set forth in Section 3.7.

      2.4  Term. The term of the Company shall continue in perpetuity unless the
Company is earlier dissolved as hereinafter provided.

      2.5  Filing  of Certificate and Amendments. The Certificate was filed with
the  Secretary  of State of the State of Delaware on April 29, 2013. The Members
hereby  agree  to execute and file any amendments to the Certificate as and when
required  by  applicable  law  and  to  do  all  other  acts  requisite  for the
constitution  of the Company as a limited liability company pursuant to the laws
of the State of Delaware or any other applicable law.

      2.6  Business; Scope of Members' Authority.

           (a)  The  purpose  of  the  Company,  directly or through one or more
Subsidiaries,  is  to  own, develop, entitle, construct, manage, control, lease,
operate,  finance,  refinance, mortgage, maintain, and sell or otherwise dispose
of  the  Property and/or interests in the Subsidiary, to meet the Company's, and
any  Subsidiary's  obligations,  and  in  all  respects  to  act as owner of the
Property  upon  and  subject  to the terms and provisions of this Agreement. The
Company shall not engage in any other business without the prior written consent
of all of the Members.

           (b)  Except as otherwise specifically provided in this Agreement: (i)
no Member other than the Administrative Member shall have any authority to

bind, to act for, to execute any document or instrument on behalf of or to
assume any obligation or responsibility on behalf of, the Company; and (ii) to
the fullest extent permitted by law, no Member shall, by virtue of executing
this Agreement, be responsible or liable for any indebtedness or obligation of


<PAGE>


the Company or any other Member incurred or arising either before or after the
Effective Date.

           (c)  The  Company may conduct any of its business activities directly
or through one or more wholly owned, direct or indirect subsidiaries which shall
be single purpose entities (each, a "Subsidiary"). As of the Effective Date, the
Company  has  no  Subsidiaries,  but  may  create  a  Subsidiary for purposes of
acquiring  title  to  the  Property  if  approved as a Major Decision. Except as
expressly  otherwise set forth herein or as approved by all of the Members or as
the  context  otherwise requires, any reference in this Agreement to the Company
shall  be  deemed  to  include the Company and all Subsidiaries. Notwithstanding
anything to the contrary in (x) this Agreement, (y) the Organizational Documents
of  any  Subsidiary  or  (z) any other contract or agreement entered into by any
Subsidiary:

                (1)  any  decision  or  action that the Company is authorized to
make  or  take  directly  with  respect  to  the Company's assets, properties or
activities may be taken by or on behalf of a Subsidiary with, and only with, the
same  required  approval or authorization as is set forth in this Agreement with
respect to the Company; and

                (2)  in  furtherance and not in limitation of the foregoing, the
Administrative Member may not cause any Subsidiary to make a decision or take an
action  that would be a Major Decision if the terms of this Agreement applied to
such  Subsidiary, mutatis mutandis, without first obtaining the same approval of
the Non-Administrative Member that would required (if applicable) if the Company
was making the decision or taking the action directly.

      2.7  Principal  Office;  Registered  Agent.  The  principal  office of the
Company  shall be at 3050 K Street, N.W., Suite 125, Washington, D.C. 20007. The
Company may change its place of business to such location or locations as may at
any  time  or  from  time to time be determined by the Administrative Member and
approved by the Non-Administrative Member. Except as otherwise determined by the
Administrative  Member,  the  address of the registered office of the Company in
the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808,
and the registered agent of the Company shall be Corporation Service Company.

      2.8  Names  and  Addresses  of the Members. The names and addresses of the
Members are as follows:

Investor:

Florida Rock Properties, Inc.

c/o FRP Development Corp.


34 Loveton Circle, Suite 200

Sparks, MD 21152
Attn:  David H. deVilliers, Jr., President


Phone: 410/771-4100

Fax: 410/771-8150

<PAGE>





with a copy to:

Arnold & Porter LLP
555 12th Street, N.W.
Washington, D.C.  20004
Attn: Michael D. Goodwin, Esquire

Phone:  202/942-5558
Fax:  202/942-5999

MRP:

c/o MidAtlantic Realty Partners, LLC

3050 K Street, N.W., Suite 125

Washington DC 20007


Attn:  Robert J. Murphy


Phone: 202/719-9000

Fax: 202/719-9050

with a copy to:


Tenenbaum & Saas, P.C.

4504 Walsh Street, Suite 200

Chevy Chase, MD 20815


Attn: Mark S. Tenenbaum, Esquire

Phone: 301/961-4965

Fax: 301/961-5305

      2.9 Authorized Persons. The Administrative Member may authorize any Person
to  execute,  deliver  and  file  any  other  certificates or documents (and any
amendments  and/or  restatements thereof) on behalf of the Company necessary for
the  continuation  of  the Company's existence and good standing in the State of
Delaware and authorization to transact business in the District of Columbia. Any
actions  taken  by any such authorized Persons in connection with the execution,
delivery  or  filing of the Certificate with the Secretary of State of the State
of  Delaware  or any other action relating thereto is hereby ratified, confirmed
and approved by the Members as having been authorized by the Company.

                                    ARTICLE 3
                          MANAGEMENT OF COMPANY BUSINESS

      3.1  Role of the Administrative Member.

           (a)  Subject  to  the  limitations and restrictions set forth in this
Agreement  (including,  but  not  limited  to  Section 3.2 and Section 3.8), the
Administrative  Member  shall  be  a "Manager" for purposes of the Act and shall
have the right, power and authority to manage the operations of the Company (and
any Subsidiary) and to implement each Budget in accordance with the terms hereof
and thereof and applicable laws and regulations. The Administrative Member shall
devote  such time to the Company and its business as is necessary to conduct the
operations  of  the  Company  in  an  efficient  manner  and  to  carry  out the
Administrative  Member's responsibilities as set forth herein. In furtherance of
the foregoing, but subject to the limitations

<PAGE>


set forth in this Agreement (including, without limitation, in Section 3.2),
the Administrative Member shall have the authority to cause the Company (for
itself and on behalf of any Subsidiary) to do all of the following (at the
Company's  expense,  unless  otherwise  provided  for  herein),  and  shall  use
commercially  reasonable  and  diligent efforts, consistent with the Standard of
Conduct,  to  do,  accomplish and complete for and on behalf of the Company (for
itself and on behalf of any Subsidiary), each of the following:

                (1)  coordinate,  apply  for, obtain, maintain and renew any and
all  consents, approvals and permits required for the development, construction,
ownership, occupancy and operation of the Property;

                (2)   cause   to  be  paid  all  taxes,  assessments  and  other
impositions  applicable  to the Property, and undertake any action or proceeding
seeking to reduce such taxes, assessments or other impositions;

                (3)  verify  that  appropriate  insurance  is maintained by each
contractor performing work at the Property from time to time;

                (4)   procure   and  arrange  insurance  for  the  Company,  any
Subsidiary and the Property in accordance with the insurance program included in
the Budget or otherwise approved by all of the Members;

                (5)  demand, receive, acknowledge and institute legal action for
recovery of any and all revenues, receipts and considerations due and payable to
the Company, in accordance with prudent business practices;

                (6) coordinate the marketing and leasing of the Property;

                (7)  execute  and  deliver  leases  and  other  contracts and/or
instruments  on  the  Company's  or  any  Subsidiary's  behalf  as  necessary or
desirable to carry out the business of the Company and any Subsidiary;

                (8)  prepare  Budgets  or  other budgets for the Company and any
Subsidiary,  and  keep and deliver all books of account and other records of the
Company  and  any  Subsidiary,  in  accordance  with  the  requirements  of this
Agreement;

                (9)  maintain all funds of the Company in a Company bank account
in the manner provided in Article 6 below;

                (10) take such actions as are necessary on behalf of the Company
to  disburse  the  proceeds of any Capital Contribution or other contribution or
loan for the purposes for which the funds were advanced;

                (11)  coordinate  the  defense  of any claims, demands, suits or
legal  proceedings  made  or instituted against the Company or any Subsidiary by
other parties, through

<PAGE>


legal counsel for the Company or such Subsidiary;

                (12)  take  such action as is necessary on behalf of the Company
and  any  Subsidiary  to cause the Company or such Subsidiary to comply with the
terms  and  provisions  of  any  and  all  contracts  and  other  agreements and
instruments  entered  into  by the Company or such Subsidiary in accordance with
the  provisions  of this Agreement, including, without limitation, the terms and
provisions of any Loan Documents;

                (13)  subject  to the other provisions of this Agreement, direct
the   operations  of  the  Company  and/or  any  Subsidiary  so  that  they  are
constructing,  developing,  operating,  maintaining  and  otherwise managing the
Property  in  an efficient manner in accordance with any then-applicable Budget,
and  at  all times maintain staffing and an organization sufficient to enable it
to  carry  out  all  of  its duties, obligations and functions as Administrative
Member under this Agreement;

                (14)  take  such action on behalf of each of the Company and any
Subsidiary  to  cause  it to be in compliance with all laws, ordinances, orders,
rules,  regulations  and  requirements  of  all  federal,  state  and  municipal
governments,   courts,   departments,  commissions,  boards  and  officers,  the
requirements  of  any  insurance policy (or any insurer thereunder) covering the
Property,  the  Company,  or any Subsidiary, any national or local Board of Fire
Underwriters,  or any other body exercising functions similar to those of any of
the  foregoing,  which  may  be  applicable to any Property or the operation and
management  thereof, and when contesting the validity or application of any such
law, ordinance, order, rule, regulation or requirement;

                (15) meet with the Non-Administrative Member and/or its agents
or designees monthly and at such other times as the Non-Administrative Member
may reasonably request to discuss the business and affairs of the Company.
Unless otherwise requested by either Member, meetings between the Administrative
Member  and  Non-Administrative Member shall be by conference call. Face-to-face
meetings  between  the Administrative Member and Non-Administrative Member shall
be  held  at  a  mutually agreeable location in the Washington, D.C. area unless
otherwise   agreed   by   the   Members.   The   parties   recognize   that  the
Non-Administrative  Member  shall  be  actively  involved  in  the  development,
construction, operation, leasing and management of the Property. Accordingly, to
the  extent reasonably practicable, the Non-Administrative Member shall have the
right  to  attend  all significant meetings between the Administrative Member or
its  Affiliates,  on  the one hand, and third parties (other than prospective or
actual  residential  tenants)  on  the  other hand, relating to the development,
construction,  leasing,  financing, management and operation of the Project, and
the  Administrative  Member shall use commercially reasonable efforts to provide
reasonable advance notice of such meetings to the Non-Administrative Member;

                (16)   deliver   written  notice  to  FRP  requesting  that  FRP
consummate  the Land Contribution pursuant to terms of Section 7.6 herein (which
Administrative  Member  will  have  the  absolute right to deliver without being
required to obtain any approval of such delivery

<PAGE>


from FRP).

           (b)   The   Administrative  Member  shall  not  be  entitled  to  any
compensation  from  the  Company  (except  as  set  forth  in  Section  5.3) for
performance of its duties as Administrative Member.

           (c)  When  required  in connection with a final decision to authorize
the   commencement   of   Vertical   Construction  pursuant  to  Article  4  the
Administrative  Member shall execute, on behalf of the Company, the Construction
Contract  and  Loan  Documents  in  the  forms  approved  by  the  Members.  The
Administrative  Member  shall  deliver  a  notice  to  proceed  to  the  general
contractor,  directing  the  general  contractor to commence construction of the
Improvements  pursuant  to the Construction Contract when required in accordance
with the Members' authorization to commence Vertical Construction.

           (d)  The  Non-Administrative  Member may from time to time propose to
the  Administrative  Member  that  the  Company implement any action or decision
(either directly or on behalf of a Subsidiary) that is not inconsistent with the
purposes and intent of this Agreement, whereupon the Administrative Member shall
consider such proposal in good faith. If such action or decision proposed by the
Non-Administrative  Member  constitutes a Major Decision, then the provisions of
Section 3.2 shall apply.

      3.2  Major Decisions. The Administrative Member shall not take or cause or
permit the Company to take any of the following actions, or expend any amount of
money,  make  any decision or incur any obligation on behalf of the Company with
respect  to  any  matter within the scope of any of the matters enumerated below
(such  matters,  together  with  any  other  matter  in this Agreement expressly
requiring  approval  by  all Members or by the Non-Administrative Member, each a
"Major  Decision"),  unless  the  action, expenditure or other decision has been
approved in accordance with Section 3.3:

           (a)  any  act  by  or  on  behalf of the Company or any Subsidiary in
contravention  of  this  Agreement or which would make it impossible to carry on
the business of the Company or any Subsidiary;

           (b)  possession of any Company or any Subsidiary assets or assignment
of the rights of the Company or any Subsidiary in specific assets of the Company
or any Subsidiary for other than the purpose of the Company;

           (c)  except  as  otherwise  expressly  permitted  in  this Agreement,
admission  of  a  Person  as  a member, manager, partner, shareholder, director,
legal  or beneficial owner or otherwise to the Company or any Subsidiary, or any
public  or  private  offering  for  the sale of membership interests in or other
securities  of  the  Company  or  any Subsidiary (or any purchase, conversion or
other similar option or other right in respect of any such securities);

           (d) the merger or consolidation of the Company or any Subsidiary with
any

<PAGE>


other Person;

           (e)  a  loan  by  the  Company or any Subsidiary to any Member or any
other Person;

           (f)  confession  of  any  judgment  on  behalf  of the Company or any
Subsidiary;

           (g)  the filing on behalf of the Company or any Subsidiary (where the
Company  or  the  Subsidiary  is  the debtor) of any petition, or consent to the
appointment  of  a  trustee or receiver or any judgment or order, under state or
federal  bankruptcy  laws, or any assignment for the benefit of creditors of the
Company  or  any  Subsidiary,  or  admission  in writing of the Company's or any
Subsidiary's inability to pay its debts generally as they become due;

           (h) distribution of any property in kind;

           (i) any action outside the purposes specified in Section 2.6;

           (j) except as provided in, and subject to, Sections 6.4(c), 6.4(d) or
6.4(e),  incur  or  pay  or  cause or permit to be incurred or paid any capital,
operating  or  other  expenditure  on  behalf  of the Company or any Subsidiary;
provided,  however,  that the Administrative Member may incur or cause or permit
to be incurred by or on behalf of the Company or any Subsidiary (i) such capital
and/or  operating  expenses as are expressly provided for in an approved Budget,
(ii)  such  capital and/or operating expenditures in case of an emergency, which
the  Administrative  Member reasonably determines in good faith are necessary in
order  to avoid immediate harm to persons at or loss to the Property, (iii) such
capital  and/or  operating  expenses  as  may  be  expressly required to be paid
pursuant  to  any Approved Contract, (iv) such capital and/or operating expenses
as  may  expressly  be required to be paid in order to avoid a default under the
terms  of  any  Loan  Documents  (including  making all regularly scheduled debt
service  payments),  and  (v)  expenditures  to pay for increases in real estate
taxes  and assessments (whether due to changes in tax rates, assessed valuations
or otherwise), increases in insurance premiums, increases in utility consumption
charges   (whether  based  on  increased  utility  rates  or  increased  utility
consumption),   and/or  increased  amounts  required  to  be  paid  under  Legal
Requirements,  to  the  extent  such  increases took effect after the applicable
Budget was adopted;

           (k)  any  agreement  or  option  to  sell, transfer, lease, assign or
otherwise dispose of all or any portion of the Property or Company Assets (other
than  (i)  as  required  pursuant  to the terms of any Approved Contract or Loan
Document, (ii) immaterial items of personal property sold in the ordinary course
of  business, and (iii) individual leases of residential units), or any material
amendment, modification, supplement or extension of any such agreement;

           (l)  the creation, determination, increase or reduction of the amount
of  Reserves  for  operating  or  capital  expenditures  of  the  Company or any
Subsidiary other than in accordance with Section 6.4;

<PAGE>


           (m)  entering  into,  renewing,  amending  or otherwise modifying any
contract  or  agreement that obligates the Company or any Subsidiary to make any
single payment in excess of Twenty-Five Thousand Dollars ($25,000), or aggregate
payments  in  excess  of  Fifty Thousand Dollars ($50,000), except the foregoing
shall  not  apply  to  the extent entering into, renewing, amending or otherwise
modifying  such  contract  or  agreement  is within the authority granted to the
Administrative  Member  pursuant to Sections 3.2(j) and Section 6.4(c), provided
that  in all events, the form of any such contract or agreement and the identity
of the other party(ies) to such contract or agreement shall be Major Decisions;

           (n)  any  acquisition of any real property other than the Property or
any personal property, which personal property is not incident to the Project;

           (o)  any  material  action  in  respect  of  the Property relating to
environmental  matters  other  than to obtain environmental studies and reports,
conduct (or arrange for) evaluations and analyses thereof and obtain appropriate
permits required for compliance with environmental laws;

           (p)  termination,  dissolution  or  winding  up of the Company or any
Subsidiary;

           (q)  incurrence, renewal, or refinancing of any indebtedness or other
financing  of  the  Company or any Subsidiary (including any Company Financing),
other than ordinary trade debt;

           (r)  enter  into  material Loan Documents, or enter into any material
amendment,  modification,  supplement  or  extension  of  any Loan Document with
respect to any Company Financing;

           (s) any design, construction or reconstruction of any Improvements or
otherwise  within the Property (other than the decision to proceed with Vertical
Construction which is governed by Article 4), including the establishment of and
any  material  amendment  or supplement to the plans and specifications for such
construction   work,   the   selection  of  an  architect,  general  contractor,
construction  manager,  any  agreement with any architect, general contractor or
construction  manager,  any  material  amendment,  modification,  supplement  or
extension of any such agreement, and the commencement of demolition, excavation,
sheeting and shoring and/or construction of such Improvements, provided that the
matters set forth on Schedule 3.2(s) are hereby approved by all of the Members;

           (t)  any Affiliate Contract and/or the payment of any compensation or
reimbursement to, or other transaction with, any Member or Affiliate of a Member
(including  the  Administrative  Member) or any other Person with which a Member
(including the Administrative Member) or any of its Affiliates has a significant
business  relationship;  provided  that  the  Development  Agreement  is  hereby
approved by all of the Members;

           (u) amending this Agreement or the Certificate;


<PAGE>


           (v) adopting and/or materially modifying or terminating the insurance
program for the Company, any Subsidiary or the Property, including the selection
or designation of insurers, coverages and policy amounts;

           (w) any guaranty, indemnity bond or surety bond by the Company or any
Subsidiary;

           (x) settlement of any insurance claim or condemnation action;

           (y)  any litigation, arbitration or settlement involving the Company,
a Subsidiary, or any of their respective assets; provided that this subparagraph
(y)  shall  not  apply  to any legal action initiated to dispossess or otherwise
enforce  the  obligations  of  any tenant or occupant which is in default in its
obligations  to  the  Company  under  any  lease of a rental apartment or rental
space, or to enforce the terms of a service contract or construction contract to
which  the  Company  is  a  party  against  a  defaulting  contractor or service
provider,  where  the  amount  in  controversy  in  any such action is less than
$50,000;

           (z)  the determination (and any material modification or termination)
of   any   planned   unit   development,  rezoning,  variances,  map  approvals,
entitlements,  permits  or other governmental approvals for the Property and any
payments  and  obligations  (including  concessions by, and restrictions on, the
Company, a Subsidiary or any of their respective assets or the Property) will be
incurred in connection therewith;

           (aa) any naming or branding of the Project;

           (bb) any press releases and/or marketing for the Property, the
Company or any Subsidiary;

           (cc) all income tax elections, tax returns, tax audits,
settlement agreements with the Internal Revenue Service, or other petitions
or legal actions relating to taxes, and the determination or allocation of
Book  Value  for  any  specific  asset  or  property included in the Contributed
Property or otherwise sold or contributed to the Company from time to time;

           (dd) the engagement of legal counsel, accountants, consultants
and/or other professional service providers;

           (ee) the employment of employees of the Company or a Subsidiary
(it being understood and agreed that each of the Development Manager, and,
if necessary, the Administrative Member will have its own employees);

           (ff) creation or liquidation of any Subsidiary, approval,
amendment or modification of the Organizational Documents of any Subsidiary,
any contribution of property or other payment to any Subsidiary, and any
distribution by any Subsidiary;

           (gg) the determination of whether, and how, any particular item or
amount of


<PAGE>


revenue or expense, or any increase or reduction in Reserves, shall be treated
as affecting the calculation of Distributable Cash;

           (hh) the selection of a property manager and leasing manager, and
entering into, renewing, amending or otherwise modifying any contract or
agreement with the property manager and/or leasing manager;

           (ii)  any transaction or matter that is not in the ordinary course of
the business of the Company or a Subsidiary;

           (jj) taking any action, or knowingly failing to take any action,
which would trigger liability under any Guaranty or otherwise give rise to
personal liability on the part of any Member or Member Affiliate (including
the MRP Guarantors and/or MRP Principals);

           (kk) authorizing any action or making any decision which is known
to violate a Loan Document, lease or other contractual obligation to which
the Company or any Subsidiary is bound in any material respect;

           (ll) proceeding with Vertical Construction other than as required
pursuant to Article 4;

           (mm) amending the Ground Lease between the Effective Date and the
Fee Transfer Date;

           (nn) approving or disapproving any decision which requires approval
of the Company, in its capacity as the "Owner" of  "Parcel 1," (as defined in
the REA) under the terms of the REA, provided such approval by the Members
will not be unreasonably withheld, conditioned or delayed; and

           (oo)  any  other  decision  or  action  which  materially affects the
Company,  a  Subsidiary, or any of their respective assets or operations, unless
such  decision  or  action is already within the Administrative Member's express
authority  (or  is  subject  to  a  different consent or approval requirement or
standard) under any applicable provision of this Agreement.

      3.3  Disputes Regarding Major Decisions.

           (a)  If  the  Administrative  Member or the Non-Administrative Member
(the "Proposing Member") notifies the other such Member (the "Receiving Member")
in  writing  that  it  is  requesting the Receiving Member's approval of a Major
Decision,  and,  within  ten  (10)  Business  Days after such notice is given or
deemed  given,  (i) the Receiving Member has not approved such Major Decision in
writing  (which  shall  be  deemed  to  include failing to respond at all to the
approval request, failing to communicate a definitive decision in response to an
approval  request,  affirmatively disapproving of the applicable Major Decision,
or  any  combination  of  the  foregoing),  (ii)  the  Proposing  Member has not
withdrawn such request for

<PAGE>


approval, and (iii) the Members shall not have otherwise resolved such Major
Decision  in  writing, then the Proposing Member may notify the Receiving Member
in  writing  that  a  dispute  exists  with  respect to a Major Decision ("Major
Decision  Dispute  Notice"). If the Proposing Member in good faith believes that
expedited  resolution  of  such  Major  Decision is necessary for the Company to
avoid  or  minimize  material  liabilities  or  to  avoid or minimize a material
adverse  effect  on  its  business  or assets, the Proposing Member may elect to
designate  the  Major  Decision  as  an  "Expedited Major Decision" in the Major
Decision  Dispute  Notice.  The  Proposing Member shall provide to the Receiving
Member  such  information  as is reasonably requested by the Receiving Member in
connection with the evaluation of such Major Decision.

           (b)  The  Major Decision Dispute Notice shall set forth in reasonable
detail  the Major Decision in question and which category(ies) of Major Decision
described in Section 3.2 are involved. In the event a Proposing Member elects to
deliver a Major Decision Dispute Notice, resolution of the dispute will first be
subject  to the Executive Negotiation Period prior to invoking any other dispute
resolution procedures set forth hereunder.

           (c)  In  the  event  a  Proposing  Member  elects  to deliver a Major
Decision Dispute Notice, and the Major Decision in question is not (and does not
include)  an  Extraordinary  Decision  or  a  Sale  Decision, then following the
expiration  of  the Executive Negotiation Period, resolution of the dispute with
respect  to  the  Major  Decision will be subject to a time period for mediation
prior  to  invoking any other dispute resolution procedures set forth hereunder,
pursuant  to  the  mediation procedures that are set forth on Exhibit A attached
hereto; provided, however, that if the amount of the dispute involves a monetary
sum  of  less than $250,000, then such mediation procedures shall not apply, and
either  the  Proposing  Member  or  the  Receiving Member may invoke the binding
arbitration  procedures  set  forth  in Exhibit B to resolve such Major Decision
immediately  upon  the expiration of the Executive Negotiation Period (and for a
period  of  five  (5) Business Days thereafter). In addition, and if applicable,
for  a  period  of  five (5) Business Days following expiration of the Executive
Negotiation  Period,  if  the  dispute  described  in this Section 3.3(c) is not
submitted to mediation or is not settled by negotiation or mediation as provided
herein,  then either the Proposing Member or the Receiving Member may invoke the
binding  arbitration  procedures  set  forth  in Exhibit B to resolve such Major
Decision.  If  neither the Proposing Member nor the Receiving Member invokes the
binding  arbitration  procedures  set  forth  in  Exhibit  B within the five (5)
Business Day time period provided for above (after the mediation ends and/or the
Executive  Negotiation  Period expires, in cases where mediation is not provided
for hereunder), then the original request for approval of a Major Decision which
triggered  the  Major  Decision Dispute Notice shall be deemed withdrawn for all
purposes,  and  the  Company shall not take any action or make any decision with
respect to such Major Decision (i.e., the status quo shall prevail).

           (d)  In  the  event  a  Proposing  Member  elects  to deliver a Major
Decision  Dispute Notice, and the Major Decision in question is (or includes) an
Extraordinary   Decision,   then  following  the  expiration  of  the  Executive
Negotiation  Period,  if  the  dispute  described  in this Section 3.3(d) is not
settled by negotiation or otherwise as provided herein, then the Proposing

<PAGE>


Member's  request  for approval of the applicable Major Decision shall be deemed
withdrawn  for  all  purposes, and the Company shall not take any action or make
any  decision  with  respect  to such Major Decision (i.e., the status quo shall
prevail).  The  Members may, but neither Member shall be obligated to, take such
dispute  regarding  an  Extraordinary  Decision  to  mediation  pursuant  to the
mediation  procedures that are set forth on Exhibit A attached hereto (and in no
event  shall a dispute regarding an Extraordinary Decision be subject to binding
arbitration).

           (e)  In  the  event  a  Proposing  Member  elects  to deliver a Major
Decision  Dispute  Notice, and the Major Decision in question is (or includes) a
Sale  Decision,  then  (i)  if  Stabilization  has not occurred, then such Major
Decision  shall  be  treated  as  an  Extraordinary  Decision subject to Section
3.3(d), (ii) if Stabilization has occurred, but the process described in Section
10.8  has  not  been  fully  completed (either through a Sale of the Property or
completion  of  the  Conversion),  then the Company shall not take any action or
make  any  decision  with  respect  to such Major Decision (i.e., the status quo
shall  prevail)  until  the  process  described  in  Section 10.8 has been fully
completed, and (iii) if Stabilization has occurred, and the process described in
Section  10.8  has  been  fully completed, then any disagreement or dispute with
respect  to such Sale Decision shall be settled and resolved solely by Investor,
as  determined  in Investor's sole, but good faith, discretion. The Members may,
but  neither  Member  shall  be  obligated to, take any dispute regarding a Sale
Decision to mediation pursuant to the mediation procedures that are set forth on
Exhibit  A  attached  hereto (and in no event shall any dispute regarding a Sale
Decision be subject to binding arbitration).

      3.4 Acts of the Company and the Members.

           (a)  Whenever  in  this  Agreement or elsewhere it is provided that a
demand shall be made by, or acts shall be performed by or at the direction of or
any  approval  shall  be obtained from, MRP, all such demands, acts or approvals
are  to  be  made,  performed  or  given by any one (1) of the Persons listed on
Schedule  3.4  attached  hereto  under  the heading "Representatives of MRP" who
shall  be  fully vested with the authority to act for MRP until such time as MRP
shall  deliver written notice to Investor designating one or more replacement or
additional  representatives,  and  Investor  shall  be entitled to rely upon any
action by any such person as the authorized act of MRP.

           (b)  Whenever  in  this  Agreement or elsewhere it is provided that a
demand shall be made by, or acts shall be performed by or at the direction of or
any  approval  shall  be  obtained  from,  Investor,  all  such demands, acts or
approvals  are  to  be  made,  performed  or given by any one (1) of the Persons
listed  on  Schedule  3.4  attached hereto under the heading "Representatives of
Investor" who shall be fully vested with the authority to act for Investor until
such  time  as  Investor  shall deliver written notice to MRP designating one or
more  replacement  or  additional  representatives, and MRP shall be entitled to
rely upon any action by any such person as the authorized act of Investor.

      3.5  Out-of-Pocket  Expenses. Each Member shall bear its own out-of-pocket
expenses  incurred  by  such  Member and directly related to the business of the
Company (including without

<PAGE>


limitation any overhead or personnel expenses of any such Member), except as
expressly provided in this Agreement.  The foregoing notwithstanding, if the
Administrative Member acting in good faith and for a proper Company purpose, and
under  circumstances where the Administrative Member has due authority hereunder
to  incur  or  pay  such  expense  or expenditure (either because it already has
received  Member approval for such expenditure, or under the express expenditure
authority  granted  to the Administrative Member under Section 3.2(j), 3.2(m) or
Section 6.4 of this Agreement), advances from its own funds the amount needed to
pay  a  Company expense, such payment will be considered a short term advance by
the  Administrative Member to the Company, and will be reimbursed by the Company
to Administrative Member promptly after a written request for such reimbursement
(including  reasonable  supporting  documentation, if applicable) is provided by
the Administrative Member to the other Member.

      3.6 Replacement of MRP as Administrative Member.

           (a)  If  there is a Manager Removal Event at any time when MRP is the
Administrative   Member,   then   subject  to  Investor's  compliance  with  the
preconditions  set  forth in Section 3.6(c), upon written notice of removal from
Investor  to  the  Administrative  Member,  Investor,  or  any of its Affiliates
specified  in  such  notice  of removal, shall become the Administrative Member,
effective  upon  the  date  set  forth in such notice. The term "Manager Removal
Event"  means:  (i)  MRP's  commission  of  material acts of gross negligence or
intentional  misconduct  in  connection  with  the performance of its service as
Administrative  Member  hereunder,  (ii)  any  material  default  by  MRP in the
performance  of  its responsibilities under this Agreement, which default is not
fully  cured  and  discontinued  within thirty (30) days after written notice by
Investor  to  MRP,  (iii)  any  failure  by  MRP  to  make  a  Mandatory Capital
Contribution  required hereunder which continues for more than five (5) Business
Days  after notice of such failure from Investor to MRP, (iv) the MRP Principals
fail  to  own,  directly or indirectly, capital and profits equivalent to a five
percent (5%) Percentage Interest, (v) there is a Bankruptcy with respect to MRP,
(vi)  if, due to resignation or retirement, or other circumstances not described
in  the  following  clause  (vii),  either Robert Murphy or Frederick Rothmeijer
ceases  to  have  an  active  senior  management role with respect to MRP or the
Company,  (vii)  if,  due  to death, disability or legal incapacity, both Robert
Murphy  and  Frederick Rothmeijer cease to have an active senior management role
with  respect  to  MRP  or  the  Company,  or  (viii)  the Development Agreement
terminates  in  accordance with its terms, other than as a result of the natural
expiration  of  the  term  thereof or due to a default by the Company thereunder
(unless  such default is attributable solely to MRP's actions or failures to act
in its capacity as Administrative Member and/or as a Member of the Company).

           (b)  Notwithstanding any provision to the contrary in this Agreement,
upon a Manager Removal Event:

               (1) MRP shall not have any voting, approval, consent, information
or  other  non-economic  rights  with  respect  to Major Decisions (except that,
notwithstanding  the foregoing, even after a Manager Removal Event, (i) Investor
will be required to continue to conduct itself in accordance with

the Standard of Conduct provided for herein, (ii) MRP will


<PAGE>


have the right to approve the Major Decisions described in clauses (a), (b),
(e), (i), and of Section 3.2, and (iii) unless MRP and all MRP Guarantors are
released from personal liability by the Company's lender(s) under any loan(s)
then in effect to the Company and under all guaranties of such loan(s) (as
applicable), either prior to (or as part of) the transaction, decision or
action then under consideration, MRP will also have the right to approve the
Major  Decisions  described  in  clauses (f), (q), (r), (jj) and (kk) of Section
3.2,  if  and  to  the  extent  the  transaction,  decision or action then under
consideration would (A) increase the liability of MRP or the MRP Guarantors for,
or   under  the  documents  evidencing,  such  loan(s)  and/or  guaranties,  (B)
constitute an admission of liability under the documents evidencing such loan(s)
and/or  guaranties,  (C) constitutes an agreed liquidation of any claim for such
liability, (D) cause a default or otherwise trigger personal liability under any
of  the  documents  evidencing  such loan(s) and/or guaranties, or (E) otherwise
materially  modify  the  terms  of  any loan documents or guaranties in a manner
which directly affects MRP and/or the MRP Guarantors,

               (2)  any  right  of  MRP  to  receive Promote Distributions shall
immediately  be  terminated  and  forfeited,  and any such Promote Distributions
shall  thereafter be distributed to the Members (pro rata in proportion to their
Percentage  Interests),  provided  that  this  clause (2) shall not apply to any
Manager  Removal  Event  described in the clauses (v), (vi), or (vii) of Section
3.6(a), and

               (3) the Development Agreement shall be terminable by the Investor
without penalty or fee.

           (c)  As  a  condition precedent to removing MRP as the Administrative
Member,  Investor  shall either (1) cause the lender under any Company Financing
to  release  the  MRP  Guarantors  from  any and all liability arising under all
applicable  Guaranties  thereunder, for the period commencing from and after the
date  of  removal of MRP as the Administrative Member, except for, and solely to
the  extent,  such  post-removal  liability was caused by the post-removal gross
negligence, misconduct, bad faith or affirmative wrongful acts of MRP or the MRP
Guarantors  or  pre-removal actions of MRP or the MRP Guarantors, or (2) provide
to  the MRP Guarantors an indemnity, in form and substance reasonably acceptable
to  the  MRP  Guarantors (and from an indemnitor entity reasonably acceptable to
the  MRP  Guarantors),  from and against any and all liability arising under all
applicable  Guaranties  thereunder, for the period commencing from and after the
date  of  removal of MRP as the Administrative Member, except for, and solely to
the  extent,  such  post-removal  liability was caused by the post-removal gross
negligence, misconduct, bad faith or affirmative wrongful acts of MRP or the MRP
Guarantors  or  pre-removal actions of MRP or the MRP Guarantors. If Investor or
any  other  Person  designated  by  Investor  agrees (in its sole discretion) to
execute and deliver a substitute guaranty in connection with obtaining a release
pursuant  to clause (1) of the preceding sentence, then (A) such Person shall be
protected,  indemnified  and  held harmless by the Company in the same manner as
set  forth  in Section 5.4 with respect to the MRP Guarantors, mutatis mutandis,
and  (B) MRP shall, and shall cause the MRP Guarantors to, jointly and severally
provide to such Person an indemnity, in form and substance reasonably acceptable
to Investor, against any

<PAGE>


liability under the applicable replacement guaranties for events that arise
after the removal of MRP as the Administrative Member, but solely to the
extent such post-removal liability arose due to the post-removal gross
negligence, misconduct, bad faith or affirmative wrongful acts of MRP or the
MRP Guarantors or pre-removal actions of MRP or the MRP Guarantors.

      3.7  Standard  of  Conduct.  Without  limiting  or  diminishing any higher
standard  of  conduct or different standard of conduct expressly provided for in
this  Agreement  with regard to particular actions, decisions or approvals, each
Member  shall  discharge  such  Member's duties as a Member (and, as applicable,
Administrative  Member),  including  in  proposing,  and  in granting or denying
approval  to any proposed, Major Decisions (other than Extraordinary Decisions),
in  accordance  with  the  following  standard  ("Standard of Conduct"): in good
faith, in a manner such Member reasonably believes to be in the best interest of
the  Company  and  its  Subsidiaries  (if any), with the care that an ordinarily
prudent  person  in  a like position would exercise under similar circumstances,
with the reasonable belief that such action, decision or approval was within the
scope of its authority under this Agreement, and, with regard to the handling of
Company  funds,  as  a fiduciary with the obligation strictly to account for all
funds  received  or  disbursed.  Each  Member  shall  be  entitled  to  rely  on
information, opinions, reports or statements, including financial statements and
other financial data, if prepared or presented by: (a) one (1) or more agents or
employees  of the Company whom the Member reasonably believes to be reliable and
competent  in  the matters presented or (b) legal counsel, public accountants or
other  Persons  as  to  matters  the  Member  reasonably believes are within the
Person's  professional  or  expert  competence. A Member shall not be personally
liable  to  the  Company, any Member or any third party for any action taken, or
any failure to take action, as a Member, including as Administrative Member, for
which   the   Company   indemnifies   such   Member  pursuant  to  Section  5.2.
Notwithstanding  the  foregoing  provisions  of  this  Section  3.7 or any other
provision  in  this  Agreement, (i) the Standard of Conduct shall not apply, and
each  Member  may  act  in  its  own  best interest without consideration of the
interests  of  the  Company  or  any  other Member, in all matters pertaining to
Section 10.8 and/or any Extraordinary Decisions, or any other decision stated in
this Agreement to be subject to the "sole discretion" of a Member,

(ii)  the  Standard  of  Conduct  shall  not be construed to obligate any Member
personally  to incur any cost, liability or obligation that is not expressly the
cost, liability or obligation of such Member under this Agreement, and (iii) the
Standard of Conduct shall not apply to a Member with respect to any

action or decision taken or made on the Company's (or Subsidiary's) behalf,
which action or decision has been approved or ratified by all of the Members
after reasonable disclosure of material information known by such Member,
whether or not such action or decision requires the approval of all of the
Members

      3.8  Effect of a Withdrawal Event. Upon (i) a Withdrawal Event or (ii) the
conversion   of  the  Interest  of  MRP  to  a  Post-Withdrawal  Interest,  then
automatically and without further act the Interest of MRP shall automatically be
converted  to  a Post-Withdrawal Interest, which shall have all of the following
attributes:

PAGE>


           (a)  MRP  will  cease to serve as Administrative Member hereunder and
Investor  may  designate  itself  or  another  Person to serve as Administrative
Member;

           (b)  MRP  will  cease  to  have the right to approve Major Decisions,
other  than  the  Major  Decisions referenced in clause (ii) (and, to the extent
applicable, clause (iii)) of Section 3.6(b)(1), above;

           (c)  Notwithstanding  the  forfeiture of MRP's voting and/or approval
rights,  Investor  will  be required to continue to conduct itself in accordance
with the Standard of Conduct provided for herein; and

           (d)   Any  right  of  MRP  to  receive  Promote  Distributions  shall
immediately  terminate,  and  any such Promote Distributions shall thereafter be
distributed  to  the  Members  (pro  rata  in  proportion  to  their  Percentage
Interests); and

           (e)  Investor  shall  have  the  right  to  terminate the Development
Agreement.

                                    ARTICLE 4
                              VERTICAL CONSTRUCTION

      4.1 Actions prior to Vertical Construction. During the Development Period,
MRP,  as  Administrative  Member, shall use commercially reasonable and diligent
efforts  to  cause  the  Company  and/or  Development  Manager  (pursuant to the
Development Agreement) to take the actions described in Sections 4.2 through 4.9
so  that  the  Company  is  in  a  position  to  commence  and perform V ertical
Construction of the Project by the Vertical Target Date.

      4.2 Design Documents.

           (a)  MRP  (either  directly and/or through Development Manager) shall
oversee   preparation   by  the  Architect  (and  any  other  applicable  Design
Professionals)  of  design  development documents and construction documents for
the  Improvements ("Design Documents") within the time frames provided for under
the  Preliminary  Development  Schedule and in all events by the Vertical Target
Date.  The  Design  Documents  shall  be sufficient for the Company to apply for
sitework-related  Development  Approvals,  for  the  Construction  Contractor to
perform  all  required  sitework in accordance therewith, and for the Company to
apply  for  building  permits,  enter  into  the  Construction  Contract without
material allowances (unless the Members elect to do so in their discretion), and
provide   all   required  construction  details  for  the  construction  of  the
Improvements. The Design Documents shall be consistent with the Approved PUD and
all  applicable  Legal Requirements, and shall further be subject to the written
approval of MRP and Investor, which approval shall not be unreasonably withheld,
conditioned  or  delayed.  MRP  may  elect,  from  time to time, to engage in an
informal  process of providing drawings, design details and/or specifications to
Investor  on  an  interim  basis,  in order to obtain Investor input or approval
before having the applicable design professional incorporate the same

<PAGE>


into a formal submission of the Design Documents to Investor for approval.
Investor  agrees  to  cooperate  in  responding  expeditiously  to such informal
requests  for  approval,  where  practicable  without  extraordinary  expense or
burden.

           (b)  Within  seven  (7) Business Days after its receipt of the Design
Documents  and/or  any  drawing, component, or element thereof (or modifications
thereto),  accompanied  by  a  formal  written request for approval from MRP (an
"Approval  Request"),  the  recipient  Member(s)  shall  communicate its written
approval   or   disapproval   thereof  to  the  other  Member(s)  (such  written
communication, an "Approval Response"). Failure of Investor to deliver a written
disapproval  within  such  seven  (7)  Business  Day  period  shall be deemed to
constitute  Investor's  approval  of  the  applicable  Approval  Request, in its
entirety.

           (c)  MRP  and  Investor  will  confer  with  regard to each objection
raised,  discuss  and  evaluate the alternatives for addressing such objections,
and  cooperate  in a mutual, good faith effort to achieve mutual, final approval
of the Design Documents, as applicable, on as expeditious a basis as the parties
can  reasonably achieve under the circumstances (and, to the extent practicable,
within a time frame shorter than the maximum time periods allowed hereunder).

      4.3 Development Approvals and Building Permits. Upon final approval of the
Design  Documents  by  MRP  and  Investor,  MRP  (either directly and/or through
Development  Manager)  shall  cause the Design Documents, to be submitted to the
appropriate   Governmental   Authorities   for   review,  approval  and  further
processing,  with  the  objective of securing all required Development Approvals
and  building  permits within the time frames provided for under the Preliminary
Development  Schedule.  MRP  and  Development Manager will provide Investor with
copies  of  any  and  all submissions, resubmissions and other correspondence or
written  communications  by  the  Company  or  Development Manager with, and any
written  materials,  comments,  proposed  changes, approval letters and/or other
written communications received from, Governmental Authorities in the review and
processing  of  the  Design  Documents  and any other materials submitted by the
Company  or Development Manager in connection with the Company's application for
issuance  of  the  Development  Approvals and/or building permits. Other than de
minimis  modifications,  all  modifications to the Design Documents and/or other
submissions   made  by  the  Company  or  Development  Manager  to  Governmental
Authorities  required  or  requested  by  D.C. Governmental Authorities in their
review  of  in connection with seeking the Development Approvals and/or building
permits,  will be subject to the mutual review and approval of MRP and Investor,
which approval shall not be unreasonably withheld, conditioned or delayed.

      4.4 Construction Financing.

           (a)  During  the  Development  Period,  and  within  the  time frames
contemplated  under  the  Preliminary  Development  Schedule, MRP shall use good
faith  and  commercially  reasonable  efforts to seek, on behalf of the Company,
nonrecourse construction financing in the Target Financing Amount, or such other
amount as Investor and MRP may mutually agree (the

<PAGE>


"Construction Financing").  The terms and conditions of any Construction
Financing  and all documents to be executed and delivered in connection with any
Construction  Financing  shall  be subject to the prior written approval of both
MRP  and  Investor,  which,  except  as provided in Section 4.4(b), shall not be
unreasonably withheld, conditioned or delayed.

           (b)   If,   in   connection  with  the  Construction  Financing,  the
Construction  Lender  requires  that  a  Guaranty  be  delivered  as a condition
precedent  thereto,  MRP  shall  cause  the  MRP  Guarantors to provide any such
Guaranties,  provided that the form and substance of each such Guaranty shall be
consistent  with  generally prevailing market requirements or otherwise approved
by  MRP  and the MRP Guarantors, in their sole discretion. In no event (i) shall
the  MRP  Guarantors  be required to provide a payment or repayment guaranty, or
any  guaranty  other  than the Guaranties described above in connection with the
Construction  Financing,  or (ii) shall Investor or any Affiliate of Investor be
required  to  provide  any  Guaranty,  or  payment  or  repayment  guaranty,  in
connection with any Construction Financing.

      4.5 Construction Contract.

           (a) After completion of the Design Documents, and otherwise at a time
consistent  with  the requirements of the applicable sections of the Preliminary
Development  Schedule,  but in all events prior to the Vertical Target Date, MRP
(either  directly  and/or  through Development Manager) shall use good faith and
commercially   reasonable   efforts   to  procure  a  guaranteed  maximum  price
construction  contract  for  construction of the Improvements in accordance with
the  Design Documents (as awarded, and as finally negotiated between the parties
thereto, the "Construction Contract," whether one or more).

           (b)   The   contractor(s),   the   process   for   selection  of  the
contractor(s),  and  the  terms of the Construction Contract shall be subject to
the prior written approval of Investor, which approval shall not be unreasonably
withheld,  conditioned  or  delayed.  In  general,  such process may include the
pre-selection of a mutually approved general contractor, with a requirement that
competitive bidding take place at the subcontractor level, or the selection of a
mutually  approved  general  contractor  based on competitive bidding that takes
place at the prime contractor level, as mutually approved by MRP and Investor.

           (c)  The  parties acknowledge that Development Manager is responsible
for  managing  the  procurement process for the selection of the contractor, and
the   preparation  and  negotiation  of  the  Construction  Contract  with  such
contractor  (with  the assistance of the Company's legal counsel), provided such
selection  and negotiation shall in all events be subject to the mutual approval
of  MRP  and  Investor  (which  approval  will  not  be  unreasonably  withheld,
conditioned  or  d  elayed).  As  more  fully  provided  for  in the Development
Agreement,  Development  Manager  shall ensure that the Construction Contract is
consistent  with  the  Final  Development Budget and Final Development Schedule,
unless  otherwise  expressly  approved  by  MRP and Investor (which approval may
encompass  the Company's agreement in the Construction Contract to the inclusion
of material allowance items as to which the Company

<PAGE>


knowingly accepts a risk of price fluctuation for particular materials or items
which are subject to such allowance).

           (d)  In connection with seeking Investor approval of the Construction
Contract,  the selection of the general contractor, and/or the pricing, schedule
and  other  financial  and legal terms applicable thereto, MRP agrees to provide
Investor  with  a  formal  written  request for approval, accompanied by a true,
correct and complete copy of the Construction Contract or other item as to which
Investor's  approval is being sought. If Investor wishes to disapprove of, or to
express  objections to, the contractor which MRP is recommending be selected, or
to  the  pricing  or  other  terms of any Construction Contract or other related
document,  or  to  any  other  aspect  thereof, Investor shall provide a written
notice  to MRP stating such disapproval within seven (7) Business Days after its
receipt  of MRP's request for approval. Failure of Investor to deliver a written
disapproval  within such seven (7) Business Days after its receipt thereof shall
be deemed to constitute Investor's approval of such written request for approval
by MRP, in its entirety.

      4.6 Final Development Budget.

           (a) Attached hereto as Exhibit D is a budget setting forth MRP's good
faith  estimate of all Total Project Costs to be incurred in connection with the
entitlement,  design,  development, Vertical Construction, and completion of the
Improvements,  as  previously approved by Investor (the "Preliminary Development
Budget").  From  time  to  time,  but at least monthly, MRP (either directly, or
through  Development  Manager)  shall  prepare  and  submit  to Investor for its
approval  (which  shall  not  be  unreasonably withheld, conditioned or delayed)
updates  to  the  Preliminary Development Budget, which shall include updates to
the  estimated  Development  Costs of the Project as of such time (if any). Each
update  to  the  Preliminary  Development Budget shall be in a format consistent
with  the previous Preliminary Development Budget and reasonably satisfactory to
MRP  and  Investor,  and shall reflect all anticipated Development Costs for the
Project.

           (b)  MRP,  in  conjunction with Investor, will continue to update the
Preliminary  Development  Budget  in  accordance  with  Section 4.6(a) until the
commencement of Vertical Construction. The final updated Preliminary Development
Budget  approved  (in  accordance with Section 4.6(a)) as of satisfaction of the
Vertical  Construction  Contingencies  described  in Section 4.10(a)(4), will be
deemed the "Final Development Budget" for all purposes hereof. Once adopted, the
Final Development Budget may be amended only as expressly provided in accordance
with Section 6.4.

           (c)  Except  as  otherwise  expressly  provided for in this Agreement
and/or  the Development Agreement (including Section 6.4(c) and Section 6.4(d)),
neither  MRP  nor Development Manager will be authorized to make any expenditure
that  is  not  provided for in the then approved Preliminary Development Budget.
The  Development  Agreement  will  require Development Manager to (i) update the
Company  and  Investor  on  the  status  of  the  Company's compliance with each
applicable approved Preliminary Development Budget, including the Final

<PAGE>


Development  Budget, (ii) track all budgeted items, and (iii) provide to Owner a
written  analysis  of  actual  vs.  budgeted costs as part of a monthly progress
report required during prior to Stabilization.

           (d)  MRP  shall keep complete and accurate books and records relating
to the Development Costs, and such books and records shall be open and available
to  Investor  for  inspection,  copying  and audit during normal business hours,
provided  Investor gives not less than two (2) Business Days prior notice to MRP
of  the  time  and  date upon which Investor proposes to perform such inspection
and/or  audit.  In addition, until Stabilization, MRP shall provide to Investor,
on  or  before  the  fifteenth  (15th) day of each month, a report showing (on a
reasonably  itemized basis) all Development Costs which have been paid by MRP or
any  MRP  Affiliate  (and  credited as part of MRP's Capital Contribution to the
Company), or by the Company, through the end of the preceding month.

      4.7  Final Development Schedule.

           (a)  Attached  hereto  as  Exhibit  E,  is  a preliminary development
schedule  for  the development and construction of the Project (the "Preliminary
Development  Schedule"). From time to time during the Development Period, but at
least  monthly,  MRP  (either  directly  or  through  Development Manager) shall
prepare  and  submit to Investor for its review and approval (which shall not be
unreasonably  withheld,  conditioned  or  delayed)  updates  to  the Preliminary
Development  Schedule,  which  shall show in detail MRP's most recent good faith
estimate  for the timing of those items on the Preliminary Development Schedule.
The  form  and  degree  of  detail of each update to the Preliminary Development
Schedule  shall be subject to the mutual approval of MRP and Investor, and shall
include  the various activities that MRP and/or Development Manager expect to be
undertaken  in  connection  with  the  Project, the parties responsible for such
activities,  the  approximate  timing of the commencement and completion of such
activities, and the interrelationship of such activities.

           (b)  MRP  and Development Manager, in conjunction with Investor, will
continue  to  update  the  Preliminary  Development  Schedule in accordance with
Section  4.7(a)  until  commencement of Vertical Construction. The final updated
Preliminary  Development  Schedule  approved  as of satisfaction of the Vertical
Construction  Contingency  described  in  Section 4.10(a)(5) shall be deemed the
"Final  Development Schedule." Any additional amendments or modifications to the
Final Development Schedule shall be subject to the prior written approval of MRP
and Investor (not be unreasonably withheld, conditioned or delayed).

      4.8 Completion of Equity.

           (a)  From  time  to  time during the Development Period, Investor and
MRP, each acting reasonably and in good faith, shall, upon the request of either
Investor   or   MRP,   mutually  determine  the  amount  of  the  total  Capital
Contributions  that  will be required in connection with the Project that are in
excess of the Initial Capital Contributions otherwise

<PAGE>


required to be advanced by Investor and MRP pursuant to Section 7.1(a)-(c)
("Projected Additional Capital Contributions").

           (b)  At  any  time  prior  to the satisfaction of all of the Vertical
Construction  Contingencies, Investor and MRP shall each have the right to elect
to  provide  all  or a portion of the Projected Additional Capital Contributions
pursuant  to Section 7.1(d), utilizing the process described in this Section 4.8
in  each  instance  in  which  new  or  additional  Projected Additional Capital
Contributions would be required in order to pay all costs provided for under the
then  approved  Preliminary Development Budget. Upon making a determination that
Projected  Additional  Capital  Contributions  are required, and determining the
total  amount  anticipated  to be required, either MRP or Investor will have the
right  to  send  a  notice  (a "Projected Capital Funding Notice") to all of the
Members  identifying  the  need  for Projected Additional Capital Contributions,
specifying  the  aggregate  amount  thereof  and  the  basis or reasons why such
Projected  Additional  Capital Contributions are anticipated to be required, and
requesting  that the Members each indicate whether it will agree to provide some
or  all  of  the  Projected  Additional  Capital Contributions requested in such
Projected  Capital  Funding  Notice (and if it will, specifying the exact amount
that such Member will agree to contribute). Within seven (7) Business Days after
its  receipt  of  such  Projected Capital Funding Notice, Investor and MRP shall
each  deliver  a  written  notice  to  each other and to the Development Manager
indicating  whether  it  will  elect  to  make  any Projected Additional Capital
Contributions,  and  if  so,  stating the amount of Projected Additional Capital
Contributions  that  such  Member  is agreeing to provide. The failure of either
Investor  or MRP to deliver such notice shall be deemed its election not to make
any  such  Projected  Additional Capital Contribution. If either Investor or MRP
(as  applicable,  an  "Electing  Member"),  or  both,  elect to provide all or a
portion  of the Projected Additional Capital Contributions, then the amount each
such Electing Member shall be obligated to contribute shall be as follows:

               (1)  If  the aggregate amount of the Projected Additional Capital
Contributions  proposed  to be contributed from the Electing Member (or Electing
Members, if applicable), collectively, is less than or equal to the total amount
of the Projected Additional Capital Contributions requested under the applicable
Projected   Capital  Funding  Notice,  then  each  such  Electing  Member  shall
contribute  its  elected  amount  of the Projected Additional Contributions as a
Mandatory Capital Contribution;

               (2)  If  the aggregate amount of the Projected Additional Capital
Contributions   proposed   to   be   contributed   from  the  Electing  Members,
collectively,  is  greater  than  the  total  amount of the Projected Additional
Capital  Contributions  requested under the applicable Projected Capital Funding
Notice,  then  (i)  first, each Electing Member shall contribute, as a Mandatory
Capital  Contribution,  the  maximum  amount  it has agreed to provide up to the
amount  necessary  so  as  to  maintain  the  same relative Percentage Interests
between  Investor and MRP as existed immediately prior to such Projected Capital
Funding  Notice,  and  (ii)  second, if the aggregate amount contributed by both
Electing  Members pursuant to subclause (i) is less than the aggregate amount of
the Projected Additional Capital Contributions, then the

<PAGE>


Electing  Member  who has agreed to contribute more than its relative percentage
interest of the total Projected Additional Capital Contributions under subclause
(i)  shall contribute, as a Mandatory Capital Contribution, the remaining amount
of Projected Additional Capital Contributions.

           (c)  The  Members  acknowledge and agree that (i) as of the Effective
Date  neither Investor nor MRP has made any commitment, agreement or undertaking
to  make  any  Projected  Additional Capital Contribution, (ii) Investor and MRP
shall  each be obligated to make Projected Additional Capital Contributions only
if  and  to  the  extent  it  expressly elects to make such Projected Additional
Capital  Contributions  by  written notice given pursuant to Section 4.8(b), and
(iii)  the  election  (or  deemed  election)  by Investor and/or MRP pursuant to
Section  4.8(b) not to make any Projected Additional Capital Contributions shall
not constitute a default under this Agreement.

           (d)  Unless Investor and MRP, collectively, elect to provide 100% (or
more) of the Projected Additional Capital Contributions requested in a Projected
Capital Funding Notice pursuant to the process described in Section 4.8(b), then
Investor  and  MRP,  each acting reasonably and in good faith, shall endeavor to
identify an investor (a "Funding Investor") that is mutually acceptable to them,
and  that  is  willing to provide the Projected Additional Capital Contributions
that  Investor  and  MRP  are  unwilling or unable to provide (either through an
equity investment in the Company, or through a mezzanine loan, provided the same
is  permitted  under  the  terms of the Company's Construction Financing). After
mutually approving the identity of a Funding Investor, MRP and Investor will (1)
cooperate  with  one  another  to negotiate the terms of an equity investment or
mezzanine  loan  with  such  Funding  Investor (including any amendments to this
Agreement  that  are  required  in  connection  therewith), (2) use commercially
reasonable  efforts  to  achieve  the most advantageous terms and conditions for
such   equity   investment  or  mezzanine  loan  under  then  applicable  market
conditions,   and   (3)   provided   all  of  the  other  Vertical  Construction
Contingencies  have  been  satisfied  or  waived by MRP and Investor, admit such
Funding Investor to the Company (or a Subsidiary) as a Member under the approved
terms  of such equity investment, or, if applicable, consummate a mezzanine loan
with  Funding  Investor  under  the  approved  terms  for  such  mezzanine loan,
concurrently  with  the Company's closing under the Construction Loan. The final
terms  of any equity investment or mezzanine loan under this Section 4.8(d) will
be  subject  to the mutual approval of Investor and MRP, which approval will not
be  unreasonably  withheld,  conditioned  or  delayed. If this Section 4.8(d) is
applicable,  then  consummating closing on the admission of the Funding Investor
to  the  Company  (or a Subsidiary), or consummating closing on a mezzanine loan
with  the  Funding  Investor,  as  applicable,  shall  constitute  an additional
Vertical Construction Contingency hereunder.

      4.9  Other Development Activities.

           (a)  During  the  Development  Period,  MRP  (either directly, and/or
through  Development  Manager)  shall  cause to be undertaken by the appropriate
parties,  such  as  the  Design  Professional, construction contractors, service
contractors or other Persons, all other

<PAGE>


activities which are reasonably required to prepare the Property for
commencement of Vertical Construction within thirty (30) days after the
Members  approve  such commencement of Vertical Construction (or commencement of
Vertical  Construction  is otherwise authorized pursuant to this Article 4). All
such  matters  shall be subject to the prior written approval of Investor, which
approval shall not be unreasonably withheld, conditioned or delayed.

      4.10 Vertical Construction Contingencies.

           (a)  For  purposes  of  this  Agreement,  the  "Vertical Construction
Contingencies" shall be:

               (1)  Approval,  in  accordance  with  Section  4.2, of the Design
Documents necessary to commence Vertical Construction;

               (2)  Issuance  (or the immediate availability of) all Development
Approvals and building permits necessary to commence Vertical Construction;

               (3) Approval, in accordance with Section 4.5, of the Construction
Contract,  and  the  willingness  of  the  construction contractor thereunder to
execute and deliver the same;

               (4)  Approval,  in  accordance  with  Section  4.6,  of the Final
Development Budget;

               (5)  Approval,  in  accordance  with  Section  4.7,  of the Final
Development Schedule;

               (6)  Approval,  in  accordance  with  Section  4.4,  of  all loan
documentation  for the Construction Financing, and the willingness of the Lender
thereunder to execute and deliver the same;

               (7)  Consummation of the Land Contribution by Investor to Company
pursuant to Section 7.6; and

               (8) The commitment of Investor, MRP and/or a Funding Investor (if
applicable)  to  provide  all  of  the  Projected Additional Equity Contribution
required pursuant to Section 4.8.

           (b)  Upon  the  determination  by  either  MRP  or  Investor that the
Vertical  Construction  Contingencies  have  been satisfied, MRP or Investor, as
applicable,  may  notify  the  other  Member  in  writing of the same ("Vertical
Contingencies  Notice").  Within fifteen (15) days after receipt of the Vertical
Contingencies  Notice,  the  receiving  Member  shall  notify the sending Member
whether  it  concurs  with  the  determination  that  the  Vertical Construction
Contingencies  have  been  satisfied (and the failure of the receiving Member to
send  such  notice  shall be deemed its concurrence). If the Members disagree on
whether the Vertical Construction

<PAGE>


Contingencies  have  been  satisfied,  the  dispute  shall be settled by binding
arbitration  pursuant  to  Exhibit  B and Section 4.14. If the Members determine
that the Vertical Construction Contingencies have been satisfied, either through
agreement or arbitration, then the provisions of Sections 4.11 shall apply.

           (c)  If  the Vertical Construction Contingencies are not satisfied by
the Vertical Target Date (as the same may be extended from time to time pursuant
to  this  Agreement), either by agreement or by arbitration, and such failure is
not the result of a default by MRP in its obligations under this Agreement, then
Investor  shall  elect,  at its option, either (i) to extend the Vertical Target
Date  for  a  period of three (3) months, or (ii) to convert the Interest of MRP
from  that of Administrative Member and Member of the Company to the holder of a
Post-Withdrawal  Interest,  as  more fully provided for in Section 3.8. Investor
shall  notify MRP in writing of such election within fifteen (15) days after the
Vertical  Target  Date, and any failure of Investor to provide such notice shall
be  deemed  its election pursuant to the foregoing clause (i). If Investor makes
the  election described in the foregoing clause (ii), then MRP may elect, at its
option,  to  initiate  the  Put  of its Interest to Investor pursuant to Section
4.12.  MRP shall notify Investor in writing of such election within fifteen (15)
days  after  MRP's receipt of Investor election pursuant to the foregoing clause
(ii).

           (d)  If  the Vertical Construction Contingencies are not satisfied by
the Vertical Target Date (as the same may be extended from time to time pursuant
to  this  Agreement),  as  determined either by agreement or by arbitration, and
such  failure  is  the  result of a default by MRP in its obligations under this
Agreement,  then  the  same  shall constitute a Manager Removal Event within the
meaning  of  this  Agreement and FRP shall have the right to exercise all rights
and remedies available under this Agreement, or at law or in equity.

            (e)  If the Vertical Construction Contingencies are not satisfied by
the Vertical Target Date (as the same may be extended from time to time pursuant
to  this  Agreement),  as  determined either by agreement or by arbitration, and
such  failure  is  the  result of a default by Investor in its obligations under
this  Agreement,  then  MRP  shall  have  the  right  to exercise all rights and
remedies available under this Agreement, or at law or in equity.

      4.11  Satisfaction  of  Vertical  Construction  Contingencies;  Notice  to
Proceed.  If  the  Vertical  Construction  Contingencies  are  satisfied  by the
Vertical  Target  Date  (as determined either by agreement or arbitration), then
within  fifteen (15) days after the Members have determined (either by agreement
or  by  arbitration)  that  the  Vertical  Construction  Contingencies have been
satisfied  ("Vertical  Decision  Period"),  each  Member may notify the other in
writing  ("Notice  to  Proceed")  that  it  approves  commencement  of  Vertical
Construction.  If  both  Members  issue  a  Notice  to Proceed, then MRP (either
directly  and/or  through  Development  Manager)  shall  promptly  proceed  with
Vertical  Construction.  If  both Members do not issue a Notice to Proceed, then
the following shall apply

           (a) If neither Investor nor MRP issues a Notice to Proceed , then the
Vertical  Target  Date  shall  automatically  extend  for  a period of three (3)
months.

<PAGE>


           (b)  If only MRP issues a Notice to Proceed, then within fifteen (15)
days after expiration of the Vertical Decision Period, MRP may elect, by written
notice  to  Investor, either (i) to initiate the Put of its Interest to Investor
pursuant  to  Section  4.12  ,  or (ii) to extend the Vertical Target Date for a
period  of  three  (3)  months. If MRP does not notify Investor of its election,
then it shall be deemed to have elected to extend the Vertical Target Date for a
period of three (3) months.

           (c)  If only Investor issues a Notice to Proceed, then within fifteen
(15)  days after expiration of the Vertical Decision Period, Investor may elect,
by written notice to MRP, (i) to initiate the Call of MRP's interest pursuant to
Section  4.12,  (ii)  to convert the Interest of MRP from that of Administrative
Member and Member of the Company to the holder of a Post-Withdrawal Interest, as
more  fully  provided for in Section 3.8, or (iii) to extend the Vertical Target
Date  for  a  period of three (3) months. If Investor does not notify MRP of its
election,  then it shall be deemed to have elected to extend the Vertical Target
Date for a period of three (3) months.

      4.12  Put/Call.  MRP  shall have the right to require Investor to purchase
MRP's  Interest ("Put") and Investor shall have the right to require MRP to sell
MRP's  Interest  ("Call") pursuant to this Section 4.12. This Section 4.12 shall
only  apply  where  this  Agreement expressly provides that MRP has the right to
exercise the Put or Investor has the right to exercise the Call.

           (a)  If MRP or Investor (as applicable, "Initiating Member") provides
notice ("Put/Call Notice") to the other pursuant to Section 4.10 or 4.11 that it
is  exercising  the Put or Call, then within fifteen (15) days after the date of
the  Put/Call  Notice  the  Initiating  Member  shall  notify  the  other Member
("Non-Initiating  Member")  in  writing  ("Valuation  Notice") of its good faith
determination  of  the  gross  fair  market  value of the Property ("Total Asset
Value").  If the Non-Initiating Member does not agree with the Total Asset Value
set  forth  in  the  Valuation  Notice, and the Members are unable to informally
reach  agreement  on  the  Total  Asset Value within fifteen (15) days after the
Non-Initiating Member's receipt of the Valuation Notice, then the Non-Initiating
Member  may  invoke  the  valuation  procedures set forth in Exhibit C, in which
event  the  Total  Asset Value shall be determined pursuant to Exhibit C. If the
Non-Initiating  Member  does  not  invoke  the valuation procedures set forth in
Exhibit  C  by  written  notice  to the Initiating Member delivered prior to the
expiration  of such fifteen (15) day period, then the Total Asset Value shall be
as  set  forth in the Valuation Notice. The purchase price ("Put/Call Price") to
be paid by Investor to MRP at the Put/Call Closing shall be that amount that MRP
would  receive  if  such assets were sold for the Total Asset Value, the Company
liquidated  pursuant  to Section 11.3, and the proceeds of such liquidation were
distributed  to  the Members in accordance with Section 9.1, hereof, except that
MRP  shall  not receive Promote Distributions and Promote Distributions shall be
instead  be  distributed  to  the  Members  in  proportion  to  their Percentage
Interests.

           (b)  Closing  on  the Put or Call ("Put/Call Closing") shall occur on
such  date  as  Investor  shall  designate  by not less than five (5) days prior
written notice to MRP, but in no event later than ninety (90) day after the date
on  which  the  Total Asset Value shall have been determined pursuant to Section
4.12(a). At the Put/Call Closing:

<PAGE>


               (1) Investor shall pay to MRP the Put/Call Price by wire transfer
of immediately available funds.

               (2)  Simultaneously  with  the receipt of the Put-Call Price, MRP
shall  execute  and  deliver  all  documents  as  may be reasonably necessary or
appropriate  to  effect  (a)  the  Sale  of  its  Interest  to  Investor (or its
designees)  free and clear of all liens and encumbrances, and (b) the withdrawal
of MRP as a Member of the Company.

               (3)  MRP  shall pay all closing costs incurred in connection with
the  Sale of its Interest that are customarily paid by a seller of real property
in  the  jurisdiction  in  Washington,  D.C., and Investor shall pay all closing
costs  incurred  in  connection  with  the  purchase  of  such Interest that are
customarily  paid  by the purchaser of real property in Washington, D.C. MRP and
Investor shall each pay the fees and expenses of their own legal counsel.

               (4)  If  MRP defaults in the performance of its obligations under
this  Section  4.12,  Investor  may  exercise such rights and remedies as may be
available  at  law  or  in  equity,  including specific performance. If Investor
defaults  in the performance of its obligations under this Section 4.12, MRP may
exercise  such  rights  and  remedies  as  may be available at law or in equity,
including specific performance.

      4.13  Limitations.  Subject  to  the ultimate responsibility of the Design
Professionals   and,  to  the  extent  applicable,  any  contractors  performing
construction  of  the  Improvements, for compliance of the Design Documents (and
the  Improvements  constructed  pursuant  thereto) with ADA and other applicable
laws,  rules  and  regulations  (including  site  plan  requirements  or  height
variances,  if  any, with respect to the height of buildings constructed as part
of  the  Project)  (the  foregoing  "Construction Compliance Requirements"), MRP
shall  use  reasonable  efforts  to cause Development Manager, in its review and
development  of  the  Design  Documents  with  the  Design Professionals, and in
monitoring  the  performance  of  construction  work  by  general contractor, to
identify  (and,  if  and when identified, to inform the Company and Investor of)
any  observed  inconsistencies  or non-conformities between the Improvements, as
designed  and/or  constructed,  and  any  Construction  Compliance  Requirements
applicable  thereto.  Without  limiting  the foregoing, and although MRP (either
directly  or  through  Development Manager) shall continue to be responsible (a)
for  overseeing  the  Design  Professionals  in  the preparation, submission and
processing  of  the Design Documents (including the responsibility to review and
comment  upon plans and/or drawings prepared by the Design Professionals, and to
coordinate  any  Member  approvals  associated  therewith,  prior  to the Design
Documents  being  submitted or resubmitted to Governmental Authorities), and (b)
for using diligent efforts to adhere to the Preliminary Development Schedule and
Preliminary  Development Budget in connection with all of its Development Period
supervisory obligations hereunder, Investor acknowledges and/or agrees:

           (a)  that (1) neither MRP nor Development Manager is a licensed civil
engineer  or  licensed  architect,  (2)  neither  MRP nor Development Manager is
responsible  for performing any design services, (3) neither MRP nor Development
Manager will have control or

<PAGE>


charge of (or be responsible for) construction or construction means, methods,
techniques, sequences or procedures, and (4) subject to MRP's compliance with
the Standard of Care and Development Manager's compliance with its duties and
responsibilities, and the standards applicable to the performance of its
development services, under the Development Agreement, MRP and Development
Manager  are not warranting to Investor or the Company that the Design Documents
comply  (or will comply) with applicable Legal Requirements, be free from errors
or  omissions  by the Design Professionals, or otherwise be sufficient for their
intended  purposes,  and neither MRP nor Development Manager will be responsible
for   the   failure   of   the  any  Design  Professional,  Traffic  Consultant,
Environmental   Consultant,   construction   contractor   or  other  contractor,
subcontractor  or consultant of the Company to carry out its or their respective
duties and obligations in accordance with its or their respective contracts (and
Investor  and the Company will look solely to the Design Professionals, and such
contractors  and  consultants,  for  any  claims  arising  out  of any errors or
omissions,  or  other  professional  liability, in the preparation of the Design
Documents,  traffic studies, environmental assessments and remediation services,
and  to  the  Construction  Contractor(s)  for  any  claims  for  breach  of the
Construction  Contract(s) or for warranty claims arising out of defects in labor
or materials associated with the construction of the Improvements); and

           (b)  that  (1)  the  process of seeking and obtaining approval of the
Design Documents is subject to unforeseeable events, variables and other sources
of  potential  delay  (beyond  so-called  "normal processing periods") which are
beyond  the reasonable control of a developer, and may be unrelated to any fault
on  the part of MRP, Development Manager, the Design Professionals or any of the
Company's  other contractors and consultants, (2) that the dates provided for in
the  Preliminary Development Schedule constitute a projection or estimate, based
on  MRP's  and  Development  Manager's best professional judgment, of the likely
time  periods for achieving various Development Period milestones (and while the
Preliminary  Development  Schedule will be used to measure timely performance of
certain  activities described therein, subject to the terms, limitations and any
adjustments or automatic extensions that are applicable thereto, the Preliminary
Development  Schedule does not constitute a final Development Schedule, and will
be  subject  to  modification and adjustment as provided for herein), and (3) as
long  as MRP and Development Manager continue to use commercially reasonable and
diligent  efforts  to  cause  the Project (and all of the constituent components
thereof)  to  adhere to the Preliminary Development Schedule (as modified and/or
adjusted  pursuant  hereto),  the  failure  to achieve milestone dates set forth
therein  shall  not  constitute or be construed as a breach or default by MRP of
its  obligations  hereunder,  or by Development Manager of its obligations under
the Development Agreement; and

           (c) without in any manner obviating MRP's duties and responsibilities
during  the Development Period under this Article 4, MRP is not guaranteeing (1)
the availability of financing, (2) the availability of, or the cost that will be
required  in  order  to  obtain  final  approval  of, all final entitlements and
approvals  for  the  Project, and/or (3) subject to Section 5.8(b), the ultimate
cost of completing the Project.

<PAGE>


           (d)  None  of the foregoing provisions will be construed to supersede
any  provisions  of  this  Agreement  which  address the responsibilities of MRP
and/or Investor, if any, with respect to Cost Overruns.

      4.14 Disputes. Any disputes between the Members with respect to any matter
under this Article 4 shall be settled by binding arbitration pursuant to Exhibit
B  in  the  same manner as Expedited Major Decisions; provided that this Section
4.14  shall not apply to matters deemed approved or deemed disapproved under the
terms of this Article 4.

                                    ARTICLE 5
                           RIGHTS AND DUTIES OF MEMBERS

      5.1  Other Activities of the Members.

           (a) Each Member may engage or invest in any other activity or venture
or  possess  any  interest  therein  independently  or  with others. None of the
Members  or  any  other  Person employed by, related to or in any way Affiliated
with  any  Member  shall have any duty or obligation to disclose or offer to the
Company or the Members, or obtain for the benefit of the Company or the Members,
any  other  activity  or  venture  or interest therein. None of the Company, the
Members, the creditors of the Company or any other Person having any interest in
the  Company  shall  have  (a)  any  claim, right or cause of action against any
Member  or  any  other  Person  employed by, related to or in any way Affiliated
with,  any  Member  by  reason  of  any  direct  or indirect investment or other
participation,  whether  active  or  passive, in any such activity or venture or
interest  therein,  or (b) any right to any such activity or venture or interest
therein or the income or profits derived therefrom.

           (b)  Notwithstanding  Section  5.1(a),  from the Effective Date until
Stabilization,  neither  MRP  nor  any  Person  which  is  controlled by the MRP
Principals  or  in  which  the MRP Principals have, directly or indirectly, more
than a one percent (1%) beneficial interest, shall acquire, lease or develop, or
provide  leasing  or  development  services  as  a  direct  or indirect owner or
co-owner, or on a fee for services basis, for or with respect to any real estate
of  which  the  principal  use  is  (or planned to be) multifamily rental in the
Ballpark  District;  provided  that the foregoing shall not prohibit MRP or such
other  Person  from acquiring, leasing or managing a multifamily rental building
in  which  at least ninety percent (90%) of the individual units have previously
been leased to, or occupied by, third party tenants.

           (c) Notwithstanding Section 5.1(a), from the Effective Date until the
earlier  of  Stabilization  or  March 1, 2016, neither Investor nor any Investor
Affiliate shall commence construction on Phase 2 of the Approved PUD (as defined
therein) for the principal use of multifamily rental.

      5.2 Indemnification.

<PAGE>


           (a)   Except   as   expressly  provided  in  this  Agreement  or  the
Contribution  Agreement  to  the  contrary, no Member (and no officer, director,
partner,  member,  manager,  employee,  consultant  or  agent of the Member; and
reference  in  this  Section 5.2(a) to Member shall be deemed to include each of
the  foregoing)  shall  be  liable,  responsible  or  accountable  in damages or
otherwise to the Company or to any other Member for (i) any act performed within
the scope of the authority conferred on such Member by this Agreement except for
the gross negligence or willful misconduct of such Member or its Affiliate, (ii)
such  Member's  failure  or refusal to perform any act, except those required by
the  terms  of  this  Agreement  (taking into account all applicable limitations
herein  on remedies for failure to perform certain acts, such as failing to fund
optional  additional  Capital  Contributions  requested  by  the  Administrative
Member, and taking into account any applicable cure period provided for herein),
(iii)  such  Member's  performance  of,  or  failure  to perform, any act on the
reasonable  reliance  on  advice  of  legal  counsel  to the Company or (iv) the
negligence,  dishonesty  or  bad faith of any agent, consultant or broker of the
Company  selected,  engaged or retained in good faith or pursuant to the express
authority.  Nothing  in  this  Section  5.2  shall  affect  the liability of any
Affiliate of a Member in its performance of services for the Company, which will
be  governed by the express terms of the Affiliate Contract with such Affiliated
agent, consultant or broker;

           (b)  To  the  fullest  extent  permitted  by  law, in any threatened,
pending  or  completed  action,  suit  or proceeding, each Member shall be fully
protected  and  indemnified  and  held  harmless  by  the  Company  against  all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
proceedings,  costs, expenses and disbursements of any kind or nature whatsoever
(including,   without   limitation,   reasonable   attorneys'   fees,  costs  of
investigation, fines, judgments and amounts paid in settlement actually incurred
by  such Member in connection with such action, suit or proceeding) by virtue of
its status as Member or with respect to any action or omission taken or suffered
in  good  faith,  other  than  liabilities  and  losses resulting from the gross
negligence or willful misconduct of such Member or its Affiliate or the material
breach  or  contravention  of  this  Agreement  or an Affiliate Contract by such
Member or its Affiliate (taking into account any applicable cure period provided
for  herein).  The  indemnification  provided  by  this  Section 5.2(b) shall be
recoverable  only out of the assets of the Company, and no Member shall have any
personal  liability  (or  obligation  to  contribute  capital to the Company) on
account thereof; and

           (c)  To the fullest extent permitted by law, each Member shall defend
and  indemnify  the Company and the other Members against, and shall hold it and
them   harmless  from,  any  damage,  loss,  liability,  or  expense,  including
reasonable  attorneys'  fees (but excluding consequential, exemplary or punitive
damages  of  any kind), as and when incurred by the Company or the other Members
in  connection  with  or  resulting  from  such  indemnifying  Member's  (or its
Affiliate's)  gross  negligence,  willful  misconduct or bad faith or a material
breach of this Agreement.

      5.3 Compensation of Members and Their Affiliates.

<PAGE>


           (a)  Except  as  set  forth  in Section 5.3(b), no Member, nor any of
their  respective Affiliates, shall be entitled to compensation from the Company
in  connection  with  any  matter  that may be undertaken in connection with the
fulfillment of its duties and responsibilities hereunder.

           (b)  The  Members  and/or  their  Affiliates shall be entitled to the
following compensation:

               (1) Development Manager shall be entitled to a development fee in
an  amount equal to Two Million Eight Hundred Seventy Four Thousand Four Hundred
Eighty-Seven  and  00/100 Dollars ($2,874,487.00) (the "Development Fee"), which
will be payable as set forth in the Development Agreement.

               (2)   If   approved   by   the   Members  as  a  Major  Decision,
Administrative Member or its Affiliate may serve as the property manager for the
Property at market rates of compensation.

               (3)  During  any  time  in  which  Administrative  Member  or its
Affiliate is not serving as property manager for the Property, the Company shall
pay  Administrative Member an asset management fee in the amount of 0.25% of the
gross  operating  revenues  actually  received  by the Company in respect of the
operation  of  the Property (with such gross operating revenues to be as defined
in the property management agreement for the Property).

      5.4  Company Financing and Guaranties.

           (a)  It  is  the  intention  of  the Members (i) to seek Construction
Financing in the Target Financing Amount in accordance with Section 4.4(a), (ii)
to seek a permanent loan in an amount approved by the Members which is

approximately 70% of the fair market value of the Project after Stabilization,
(iii)  to  refinance such permanent loan, and any refinancing thereof, from time
to  time  as necessary or appropriate, and (iv) to provide in the Loan Documents
for  all  Company Financings that the Lender recognize all rights of the Members
to  Transfer  their  Interests  as  and  to  the  extent provided for under this
Agreement.  Any  such  Company  Financing  shall  be  obtained  from one or more
unrelated  third  parties, including banks, financial institutions, CMBS lending
sources,  and  other  sources  of  commercial  financing,  on  market  terms and
conditions    (including    market-based    loan-to-value/loan-to-budget   ratio
requirements,  term  to  maturity,  amortization periods and applicable interest
rates,  fees and other expenses payable thereunder). The terms and conditions of
any  Company  Financing  and  all  documents  to  be  executed  and delivered in
connection  with  any  Company  Financing  shall be subject to the prior written
approval  of  both  MRP  and Investor, which shall not be unreasonably withheld,
conditioned or delayed.

           (b)  The  MRP Guarantors shall provide any Guaranties required by the
lender  in  connection  with  any  Company Financing, provided that the form and
substance  of  each  such Guaranty shall be consistent with generally prevailing
market requirements or otherwise

<PAGE>


approved by MRP and the MRP Guarantors, in their sole discretion.  In no
event (i) shall the MRP Guarantors be required to provide a payment or
repayment guaranty, or any
guaranty other than the Guaranties described above in connection with the
Company  Financing,  or  (ii)  shall  Investor  or  any Affiliate of Investor be
required  to  provide  any  Guaranty,  or  payment  or  repayment  guaranty,  in
connection with any Company Financing.

           (c)  If  any  MRP  Guarantor  or other guarantor of Company Financing
executes  a  Guaranty  (including,  to  the  extent  applicable,  and  at  their
discretion,  a  payment  or repayment guaranty), then both Members, and all such
Guarantors,  will,  simultaneously  with  the  execution  and  delivery  of such
Guaranties, enter into a Guaranty Cost Sharing Agreement in the form attached as
Exhibit  F,  hereto, which provides for certain contribution and indemnification
rights  and  obligations  with  respect  to any liabilities which might arise in
favor  of  the  Lender  under  any of the Guaranties (the "Guaranty Cost Sharing
Agreement").  The  terms  of  the  Guaranty  Cost  Sharing  Agreement, which are
incorporated  herein  by this reference, shall govern all rights of contribution
and  indemnity between and among the Members, the MRP Guarantors and the Company
arising  in  connection  with  the  Guaranties,  and any amounts paid or payable
pursuant thereto or in defending the enforcement thereof.

      5.5 Dealing with Members.

           (a)  Subject  to any approval requirements associated therewith under
Section  3.2, and any provisions of this Agreement concerning the enforcement of
Affiliate  Contracts  against  Member Affiliates, the fact that a Member, Member
Affiliate,  or  any  officer,  director,  employee,  partner,  member,  manager,
consultant  or  agent of a Member or Member Affiliate, is directly or indirectly
interested  in or connected with any Person employed by the Company to render or
perform  a  service, or from or to whom the Company may buy or sell any property
or  have  other business dealings, shall not prohibit the Company from employing
such  Person  or  from dealing with him or it to procure necessary services that
would  otherwise  be  required  from  third party providers, on customary, arm's
length  equivalent  terms  and at competitive rates of compensation, and neither
the  Company  nor  any  of  the  other Members shall have any right in or to any
income  or  profits  derived  therefrom  by  reason  of  this  Agreement. If the
non-affiliated  Member  approves  any  business dealing between the Company or a
Subsidiary  and  a  Member  or  Member Affiliate, such business dealing shall be
conclusively deemed to meet the standard of the preceding sentence.

           (b)   The   Development   Agreement   shall   be  terminable  by  the
Non-Administrative Member, on behalf of the Company, without any penalty or fee,
upon  (a)  the  Sale  of the Property, (b) any material breach or default on the
part  of  Development  Manager under the Development Agreement that is not cured
after  written  notice  from  the  Company or Investor and the expiration of the
applicable  cure periods set forth therein, and (c) following a Withdrawal Event
or  Manager Removal Event. The Non-Administrative Member shall have the right to
exercise  all rights and remedies of the Company under the Development Agreement
with  respect  to  any  breach  or  default  on  the part of Development Manager
thereunder.

<PAGE>


      5.6  Use  of  Company  Property.  No Member shall make use of the funds or
property  of  the  Company,  or  assign its rights to specific Company property,
other than for the business or benefit of the Company.

      5.7 Designation of Tax Matters Member. The Tax Matters Member shall act as
the  "tax  matters  partner"  of  the  Company  within  the  meaning  of Section
6231(a)(7)  of  the  Code  and in any similar capacity under applicable state or
local tax law. All reasonable out-of-pocket expenses incurred by the Tax Matters
Member while acting in such capacity shall be paid or reimbursed by the Company.

      5.8  Provisions Relating to Cost Overruns.

           (a)  Funding. The Members anticipate that through advances made under
the  Construction  Financing,  and  the Mandatory Capital Contributions required
hereunder,  there  will  be  sufficient funds to pay all Total Project Costs. To
this  end,  the  Members  agree that they shall, to the fullest extent permitted
under  the  Construction  Loan  Documents,  but  subject to Section 5.8(b), seek
approval  by  the  Construction  Lender  to  apply  amounts  in the Construction
Financing's  contingency  line  item, plus any cost savings realized under other
line  items  within  the  approved budget under such Construction Financing (the
"Loan  Budget"),  to pay Cost Overruns or other Development Costs. Nevertheless,
if  at  any  time or from time to time after all Mandatory Capital Contributions
have  been  fully funded hereunder, the Company requires additional funds to pay
Development  Costs,  then subject to Section 5.8(b), either Member will have the
right  to  cause  the  Company  to  issue  a Capital Call for Additional Capital
Contributions to the Members pursuant to Section 7.2.

           (b) Exception. Notwithstanding Section 5.8(a) to the contrary, in the
event  that  there  are  Cost  Overruns  attributable to the gross negligence or
willful  misconduct  of  MRP, Development Manager or another MRP Affiliate, then
MRP  shall  advance the amount required to pay such Cost Overrun (in which event
the   amount  so  advanced  will  not  be  credited  as  an  Additional  Capital
Contribution by MRP to the Company).

           (c)  Additional  Provisions.  In  any  instance  in which the Members
approve  a  change order, a Budget amendment which involves an increase in scope
or other Budget increase that requires funding in excess of what it is available
under  the Loan, or a contract or lease which involves expenditures in excess of
those  provided  for  in  the  Final Development Budget or, if applicable, other
applicable  Budget  hereunder,  then  (i)  such increase in Development Costs or
other  costs and expenses shall not constitute a Cost Overrun within the meaning
of  this  Agreement  (and  instead, a modification to the applicable Budget will
automatically  be  deemed  to  have  taken effect upon such approval having been
given),  and  (ii)  such approval by the Members shall be deemed to constitute a
covenant  by  each  Member  to  contribute  an  Additional  Capital Contribution
pursuant to Section 7.2 to pay its share of such increase.

                                    ARTICLE 6


<PAGE>


                       BOOKS AND RECORDS; ANNUAL REPORTS

      6.1  Books of Account. At all times during the continuance of the Company,
the Administrative Member shall keep or cause to be kept true and complete books
of  account  in  which shall be entered fully and accurately each transaction of
the  Company  and  any  Subsidiary. Such books shall be kept on the basis of the
Fiscal  Year  in  accordance  with  generally  accepted accounting principles as
adopted  by  Investor's  parent company and as to which Administrative Member is
given reasonable advance notice.

      6.2  Availability  of  Books  and  Records.  All  of  the books of account
referred to in Section 6.1, together with an executed copy of this Agreement and
the  Certificate, and any amendments thereto, and all other books and records of
the  Company  shall  be  open  to the inspection, examination and copying by any
Members  or  their  representatives  during normal business hours. 6.3 Financial
Reports.

           (a)  For  each  Fiscal  Year, the Administrative Member shall send to
each  Person who was a Member at any time during such Fiscal Year, within ninety
(90)  days after the end of such Fiscal Year, annual financial statements of the
Company  including  a  balance  sheet  as  of  the  end  of such Fiscal Year and
statements  of profit and loss, changes in financial position, and distributions
to  the  Members for that Fiscal Year, all as prepared in accordance with income
tax  principles,  and  a statement showing allocations to the Members of taxable
income,  gains,  losses,  deductions and credits; and at the option of Investor,
such  annual  financial  statements shall be audited at the Company's expense by
the  Company's  independent  public  accountants, which shall be Hancock & Askew
LLP,  or  such  other  accounting  firm as may be approved by Investor (provided
that, if Investor requests such audit, then the 90-day period provided for above
shall  automatically  be extended as necessary for the auditing firm to complete
the  audit,  provided  MRP  delivers an unaudited annual financial statement and
backup for the audit to the auditing firm within the original 90-day period).

           (b)  For  each  month,  the  Administrative Member shall send to each
Person  who  was a Member at any time during such month, within thirty (30) days
after  the  end  of  such  month,  monthly  financial statements of the Company,
including  a  balance sheet as of the end of the month, and statements of profit
and  loss,  changes  in financial position, and distributions to the Members for
that  month,  all  prepared  in accordance with an accounting method approved by
Investor.

           (c)  For  each  Fiscal  Year, the Administrative Member shall send to
each Person who was a Member at any time during such Fiscal Year a completed IRS
Schedule  K-1, as soon as practicable and in any event not later than sixty (60)
days  after  the  end  of  such Fiscal Year, with time being of the essence with
respect thereto.

           (d) From time to time upon request of any Member, the Administrative

<PAGE>


Member  shall provide to such Member such other, existing information concerning
the  Company  in  Administrative Member's possession, custody or control, as may
reasonably  be  requested  by  any  Member,  including  such  information  as is
necessary  for  the preparation of each Member's federal, state and local income
or other tax returns.

           (e)  For  each month from the Effective Date until Stabilization, the
Administrative  Member  shall  send  to each Person who was a Member during such
month  on or before the fifteenth (15th) day of each month, a report showing all
Development Costs which have been paid by MRP or any MRP Affiliate (and credited
as  part  of  MRP's  Capital  Contribution  to  the Company), or by the Company,
through the end of the preceding month.

      6.4 Budgets.

           (a)  Section 4.6 shall govern the obligations and responsibilities of
MRP and Investor with respect to a budget for the Property prior to commencement
of  Vertical  Construction  and  the approval of the Final Development Budget in
connection therewith.

           (b)  On  or  before  the  date  that  is  six (6) months prior to the
projected  date for substantial completion of the Improvements, and on or before
October  15 of each year thereafter, the Administrative Member shall prepare and
submit  for  the  next  calendar year (or for the remainder of the calendar year
following  substantial  completion  in  the  case  of  the first year) in a form
reasonably acceptable to the Non-Administrative Member, a budget for the Project
setting forth (i) proposed operating and capital expenditures to be made in such
year  with  respect  to  the Project, (ii) the estimated receipts, expenditures,
escrow  deposits  and  Reserves  for  each  year on a monthly basis, showing the
expected   sources   of   funds  and  (iii)  the  estimated  Distributable  Cash
attributable  to such year and the respective estimated amounts thereof that are
expected  to  be distributed to the Members pursuant to Section 9.1. The Members
shall  use  their good faith efforts to reach agreement on the final form of the
budget  no later than 60 days after the submission of the proposed budget to the
Members  by  the  Administrative  Member, and upon such approval by the Members,
which  approval shall not be unreasonably withheld, conditioned or delayed, such
budget  shall  be  the  "Operating  Budget"  for the Company with respect to the
Project  for  the  period covered thereby unless expressly amended in accordance
with the terms of this Section 6.4. Until such time as an Operating Budget shall
be  approved  by  the  Members  for a particular year, the most recent Operating
Budget  or the Final Development Budget, as applicable, (prorated, if needed, to
reflect  a  full  calendar  year)  shall  serve as the Operating Budget for such
calendar  year  provided  that  (i)  any  nonrecurring expenditure in such prior
Operating  Budget  or  the  Final  Development  Budget,  as applicable, shall be
excluded, and (ii) non-controllable expenses (such as taxes, insurance premiums,
utility  consumption  charges,  and  the  like)  shall be deemed included in the
amounts  actually  expended  for  the  applicable period. From time to time, the
Administrative  Member  shall  propose  an  update to the then current Operating
Budget  or  the  Final  Development  Budget, as applicable, at any time when the
Administrative  Member becomes aware of any facts or circumstances that make the
Operating  Budget  or  the  Final  Development Budget, as applicable, incorrect,
incomplete  or  outdated,  and  if  and when the Members unanimously approve any
revision to the Operating Budget or the Final Development Budget, as applicable,
which  approval shall not be unreasonably withheld, conditioned or delayed, then
such  approved revised development budget shall become the "Operating Budget" or
the  Final  Development  Budget,  as applicable, for purposes of this Agreement.
Upon  adopting  any  Operating  Budget  or  the  Final  Development  Budget,  as
applicable,  the  Administrative  Member  will  use  commercially reasonable and
diligent  efforts  to  cause  the  Company  to operate within the limits of that
Operating Budget or the Final Development Budget, as applicable (but subject, in
all events, to the provisions of Section 3.2(j) and Section 6.4(d)).

           (c)  Administrative  Member  shall  (i)  use  commercially reasonable
efforts  to  avoid  causing  the actual costs of operation and management of the
Project  to  exceed  the  applicable  approved  Operating  Budget  (or the Final
Development  Budget,  as  applicable)  either  in total or in any one accounting
category,  and  (ii)  subject  to  the  exceptions to pre-approval stated in the
proviso  within  Section  3.2(j), secure the prior written approval of the other
Member  before  causing  the  Company  to  expend, obligating the Company for or
approving   any  Company  expenditure  in  connection  with  the  operation  and
management  of  the  Project that would result in a line item or category in the
Operating Budget (or the Final Development Budget, as applicable) being exceeded
by  the  greater  of (i) $10,000, or (ii) five percent (5%) of such line item or
category.

           (d)  Administrative  Member shall use commercially reasonable efforts
to  avoid  causing  Development Costs to exceed the Total Project Costs provided
for  in the Final Development Budget (either in total or in any line item of the
Final  Development  Budget),  and shall secure the prior written approval of the
other Member before causing the Company to expend, obligating the Company for or
approving  any Company expenditure in connection with Vertical Construction that
would  result  in  (i)  a  line item or category in the Final Development Budget
being  exceeded  by: (A) $10,000 in any one instance, and (B) the greater of (1)
$25,000 or (2) five percent (5%) of such line item or

category, in the aggregate, or (ii) such expenditure or proposed expenditure,
together with all other expenditures or reasonably anticipated proposed
expenditures which have not otherwise been Approved, in the aggregate,
exceeding the aggregate applicable to the Final Development Budget by more
than $250,000.  In connection therewith, Administrative Member shall have the
right, subject to Investor approval (not to be unreasonably withheld,
conditioned or delayed) (i) to transfer realized cost savings achieved in any
one line item of the Final Development Budget to any other line item as long
as the line item where the savings have been achieved has been closed out,
(ii)  to  transfer amounts available from the contingency line item in the Final
Development  Budget  to another line item in the Final Development Budget having
excess  costs,  and  (iii) to implement other line item reallocations within the
Final  Development  Budget  in order to avoid Cost Overruns. Notwithstanding the
foregoing  provisions  of  this  Section  6.4(d),  if  any provision of the loan
documents   evidencing   any   Company  Financing  (including  the  Construction
Financing)  is  more  restrictive  than the foregoing provisions, the provisions
contained in the allocable loan documents shall govern.

<PAGE>


           (e)  In  connection  with  any  capital improvements (but not capital
repairs  or  replacements,  which  will be accounted for in the Company's annual
Operating  Budget)  to  be  made  as  part  of the Project, whether as part of a
general renovation program, a future development opportunity within the Project,
the  expansion  of  any  existing  building  or improvement, any major leasehold
construction  and/or  any  other  capital  improvement  project,  in  each  case
involving  a total cost in excess of $50,000.00, the Administrative Member shall
prepare  a  proposed capital budget for the same (with the level of detail being
commensurate with the scope and estimated cost of the Project, and the degree of
budgeting  information  actually  available  to the Administrative Member at the
time  such  budget is being prepared and submitted, to be updated and refined as
more  accurate  information  becomes  available) (a "Capital Budget"), and shall
submit  such  Capital  Budget  to  Investor  for  approval  (which  will  not be
unreasonably  withheld,  conditioned  or  delayed).  Once approved, such Capital
Budget  will  be  an  approved  Budget within the meaning of this Agreement (and
Administrative  Member  will  be authorized, subject to any other Major Decision
requirements  applicable  to  the  specific capital improvements, lease or other
transaction(s)  giving  rise to the preparation of such Capital Budget, to incur
and pay the costs provided for in such Capital Budget).

      6.5  Accounting Expenses. All reasonable out-of-pocket expenses payable to
Persons  who  are  not Members, Member Affiliates and/or employees of Members or
Member  Affiliates,  in  connection with the keeping of the books and records of
the Company and the preparation of audited or unaudited financial statements and
federal  and  local  tax  and  information  returns  required  to  implement the
provisions  of  this  Agreement,  or required by any Governmental Authority with
jurisdiction  over  the  Company,  shall  be borne by the Company as an ordinary
expense  of  its  business  (and paid by the Company to the applicable Person(s)
within a reasonable time period after written demand or request).

      6.6  Company  Bank  Accounts.  The  Administrative Member shall arrange to
maintain the Company's cash deposits in one or more segregated accounts held for
the  Company's  business,  which accounts, to the extent reasonably practicable,
shall  be  interest  bearing,  and  which accounts shall only be at such bank or
other depositary institution as may be approved by the Non-Administrative Member
in  advance.  If  required  by  the Non-Administrative Member, each bank account
maintained  on  behalf  of  the  Company  shall require that a representative of
Investor has signature authority.

                                    ARTICLE 7
                              CAPITAL CONTRIBUTIONS

      7.1  Initial  Capital  Contributions.  The  Members  confirm  that  on the
Effective Date, the Members have made the following contributions to the Company
(collectively,  "Initial  Capital  Contributions",  which term shall include any
other  capital  contributions  which  are  deemed  to constitute Initial Capital
Contributions under the express provisions of this Agreement):

<PAGE>


           (a)   Investor   has   contributed  and/or  been  credited  with  the
contribution  of  (i)  equitable  title to the Land (subject to an obligation to
contribute,  by  conveyance, legal and equitable fee simple title to the Company
by  Contribution Deed pursuant to the provisions of Section 7.6 (a), below, with
a  deemed  and  agreed gross fair market value, and initial Book Value as of the
Effective  Date,  of  $13,486,500.00  ("Contributed Land"), plus (ii) the sum of
$0.00,  representing  Development  Costs advanced prior to the Effective Date by
Investor for the benefit of the Company (which amount has been mutually approved
by  the  Members)  plus  (iii)  the  amount of $4,665.27, representing proration
amounts  credited  to  Investor  under  the  Contribution  Agreement,  plus (iv)
$3,096.04,  representing the amount credited to Investor under Section 2.2(c) of
the  Contribution  Agreement.  In  no event will Investor receive any additional
credit  for a Capital Contribution in respect of the Contributed Land due to the
subsequent conveyance of legal and equitable fee simple title to the Contributed
Land by such Contribution Deed.

           (b) MRP has contributed and/or been credited with the contribution of
(i)  an  amount  equal  to  $866,372.19, representing Development Costs advanced
prior  to  the Effective Date by MRP (which amount has been mutually approved by
the  Members),  plus  (ii)  the  amount of $0.00, representing proration amounts
credited  to  MRP  under  the  Contribution  Agreement, plus (iii) the amount of
$384,912.70, representing the amount MRP contributed on behalf of the Company to
pay amounts due in connection with the closing under the Contribution Agreement.

           (c)  In  addition  to  the  Initial Capital Contributions credited to
Investor  and  MRP  pursuant  to  Sections 7.1(a) and 7.1(b), but as part of the
obligation  to  make  an  Initial Capital Contribution to the Company, MRP shall
advance  100% of the sums required to pay Development Costs, operating expenses,
capital  expenditures, debt service payments, or any other additional cash needs
associated  with  the  Project  that  are  encompassed  within  a Budget, or are
otherwise  required  or permitted pursuant to this Agreement, until such time as
the  aggregate  amount  of  Initial Capital Contributions credited to MRP equals
$4,000,000.00.  Such  advances shall be treated as part of MRP's Initial Capital
Contribution hereunder as and when made.

           (d)  In  addition  to  the  Initial Capital Contributions credited to
Investor  and  MRP  pursuant  to  Sections 7.1(a) and 7.1(b), but as part of the
obligation  to  make  an  Initial Capital Contribution to the Company, after MRP
shall  have made its Initial Capital Contribution pursuant to Section 7.1(c), if
Investor and/or MRP shall have elected pursuant to Section 4.8(b) to advance any
Projected  Additional Capital Contributions, Investor and/or MRP, as applicable,
shall advance in accordance with Section 4.8(b) 100% of the sums required to pay
Development  Costs,  operating  expenses,  capital  expenditures,  debt  service
payments,  or  any  other additional cash needs associated with the Project that
are encompassed within a Budget, or are otherwise required or permitted pursuant
to  this  Agreement,  until such time as the aggregate amount of Initial Capital
Contributions  credited  to  Investor and/or MRP pursuant to this Section 7.1(d)
equals  the Projected Additional Capital Contributions which Investor and/or MRP
has  committed  to  advance  pursuant  to Section 4.8(b). Such advances shall be
treated as part of the Initial Capital Contribution of Investor or MRP hereunder
as  and  when  made.  In the case of advances by Investor, such amounts shall be
advanced by Investor to the Company in accordance with the

<PAGE>


notice and time periods provided in Section 7.2, mutatis mutandis.  For
clarity, neither Investor nor MRP shall have any obligation to contribute
Projected  Additional  Capital  Contributions  pursuant  to  this Section 7.1(d)
unless  and  to  the  extent it shall have elected in writing in accordance with
Section 4.8(b) to contribute

the same.

           (e) The amounts required to be contributed on an ongoing basis by MRP
pursuant to Section 7.1(c) and by Investor and/or MRP pursuant to Section 7.1(d)
shall  constitute  "Mandatory  Capital  Contributions". In addition to any other
express  remedy provided for herein, both the Company and the other Member shall
have  the  right  to bring a legal action against MRP or Investor, as applicable
(the  "Defaulting  Member")  to  recover  the  unfunded  amount of any Mandatory
Capital  Contributions,  plus interest thereon at the Applicable Rate, and costs
of  collection,  including  reasonable  attorneys'  fees and court costs. If the
unfunded amount of a Mandatory Capital Contribution was previously funded by the
other  Member  as  a  Special  Capital Contribution or Priority Loan pursuant to
Section 7.3, then any net amount recovered by the Company or the other Member in
a  direct  legal  action  against  the Defaulting Member (after reimbursement of
costs  of  collection  and reasonable attorneys' fees incurred by the Company of
other Member in such action) shall be paid over to Member(s) which provided such
Special  Capital  Contribution  or  Priority  Loan  on  behalf of the Defaulting
Member, in full or partial satisfaction thereof (as applicable).

      7.2  Additional  Capital Contributions. Subject to the limitations of this
Section  7.2,  after  MRP  and Investor shall have advanced all of its Mandatory
Capital  Contributions, at such times as the Company requires additional cash to
pay  Development  Costs,  operating expenses, capital expenditures, debt service
payments,  or  any  other additional cash needs associated with the Project that
are encompassed within a Budget, or are otherwise required or permitted pursuant
to  this  Agreement, either Member may notify the other Member in writing of the
amount  of  the  additional funds so required and the date (not earlier than ten
(10)  Business  Days  following  the  date  of such notice, unless the amount in
question  is  being  requested on a more expedited basis in order to pay amounts
needed  to  avoid  defaulting under a Company Financing, Loan Document, Lease or
other  contractual  obligation,  or  in  order  for  the  Company  to  come into
compliance  with, or cure the Company's violation of, any Legal Requirements, or
otherwise  to  avoid  the  imminent  potential of damage or injury to persons or
property,  referred  to hereafter as an "Emergency Capital Call", in which event
such ten (10) Business Day period will be reduced to five (5) Business Days ) on
which  such  funds are due and payable to the Company (each such notice pursuant
to  this  Section  7.2,  a "Capital Call"). On or before the date set forth in a
Capital  Call,  each Member shall advance to the Company its proportionate share
(based  on  its  Percentage  Interest) of the additional funds so required, as a
Capital  Contribution  (each,  an "Additional Capital Contribution"). Any Member
may  deliver  its Capital Contribution in escrow or via a similar method so that
the  Company  will  receive  such  Capital Contribution only if the other Member
fully funds its corresponding required Capital Contribution.

      7.3 Failure to Fund Mandatory Capital and Additional Capital.

           (a)  If  any  Member  shall  fail  timely to make a Mandatory Capital
Contribution

<PAGE>


or an Additional Capital Contribution pursuant to Section 7.1(c),
Section  7.1(d)  or Section 7.2 (any such Member is hereinafter referred to as a
"Non-Funding  Member"),  then  in addition to the remedy provided for in Section
7.1(e),  if  applicable,  the  Administrative  Member  (or  at  its  option, the
Non-Administrative  Member) shall immediately give notice of such failure to all
other  Members,  including the amount not funded by the Non-Funding Member (such
amount  is  hereinafter  referred  to  as the "Failed Funding"). Within ten (10)
Business  Days  (or five (5) Business Days, for an Emergency Capital Call) after
receiving notice of such failure, the Member that is not in default with respect
to  such  Capital  Call  ("Funding  Member")  may,  in  its  sole  and  absolute
discretion, (i) require the Company to repay all or part of the Funding Member's
corresponding  Additional  Capital Contribution that was made in accordance with
Section  7.2 (together with a return thereon calculated at the Applicable Rate),
or (ii) advance to the Company an amount equal to all, but not less than all, of
such  Failed  Funding. If the Funding Member fails, within such ten (10) (or, if
applicable,  five  (5)) Business Day period, to advance to the Company an amount
equal  to the Failed Funding, then it shall be deemed to have elected to proceed
under  clause  (i)  of  the  preceding sentence. If the Funding Member elects to
proceed  under  such  clause  (i)  and  if, for any reason, the Funding Member's
corresponding Additional Capital Contribution is not returned on the due date as
set  forth  in  the  applicable  Capital Call (unless the failure to return such
Additional  Capital  Contribution  was  due  to  the Funding Member's failure as
Administrative  Member, or as sole Member with check-signing authority, to cause
the  Company  to  make such payment in a timely manner), then such corresponding
Additional  Capital  Contribution  shall  be  treated as a loan from the Funding
Member  to  the  Company,  made  on  such  due date, and earning interest at the
Applicable  Rate  until  paid in full, and the amount of such Additional Capital
Contribution,  including  interest,  shall  be  fully  repaid  prior  to (i) any
distributions  to  Members by the Company or (ii) and fees being paid to Members
or  their  Affiliates  pursuant  to  Section  5.3.  The  "Applicable Rate" means
twenty-five  percent  (25%) per annum, compounded monthly, but not more than the
maximum amount allowable under applicable law.

           (b)  If  any  Funding  Member  timely  proceeds  under clause (ii) of
Section  7.3(a),  then  the sum of the Funding Member's corresponding Additional
Capital  Contribution  (if  applicable) and the amount of the Failed Funding, in
the  aggregate, shall, at the option of the Funding Member, be treated as either
(i) a loan from the Funding Member to the Company ("Priority Loan"), which shall
be  repaid,  with  interest  thereon,  as described in Section 7.3(c), or (ii) a
"Special  Capital  Contribution", which shall be treated as described in Section
7.3(d).

           (c)  Priority  Loans  shall bear interest from time to time at a rate
per  annum equal to twenty-five percent (25%) per annum, compounded monthly, but
not  more  than  the  maximum  amount  allowable  under  applicable law. Accrued
interest  on  all  Priority  Loans shall be paid monthly from Distributable Cash
(pro  rata in proportion to the amount of interest accrued if there is more than
one  Member  with Priority Loans) prior to the any distribution of Distributable
Cash  to  the  Members  pursuant to Section 9.1 or Section 11.3(c). If after the
payment  of  such  interest  there  remains  any  Distributable  Cash,  then the
principal  on  all  Priority  Loans  shall  be  paid  monthly from the remaining
Distributable Cash (pro rata in proportion to the

<PAGE>


amount of interest accrued if there is more than one Member with Priority
Loans)  prior  to the any distribution to the Members pursuant to Section 9.1 or
Section 11.3(c).

           (d)  If  a  Funding  Member  elects to treat the funding as a Special
Capital  Contribution,  then  effective  on  the  date  of  such Special Capital
Contribution  (which shall be the date of the Funding Member's written notice of
election   to   the   Non-Funding   Member  pursuant  to  Section  7.3(b)),  and
notwithstanding anything to the contrary in this Agreement:

               (1)  the  Percentage  Interest  of  the  Funding  Member shall be
increased  (but  not  above  100%)  in  accordance  with  the following dilution
formula:

FMPI = (FMCC + (FMSCC*2.0)) / FMCC + FMSCC + NFMCC

        where:

        FMPI is the Funding Member's Percentage Interest after such date;

        FMCC  is  the total Capital Contributions (in cash or agreed Book Value)
        that  have  been  made  on  or  before  such  date by the Funding Member
        pursuant   to   Section  7.1  or  7.2  (but  excluding  Special  Capital
        Contributions);

        FMSCC  is the total Special Capital Contributions that have been made on
        or before such date by the Funding Member; and

        NFMCC  is the total Capital Contributions (in cash or agreed Book Value)
        that  have  been  made  on or before such date by the Non-Funding Member
        pursuant   to   Section  7.1  or  7.2  (but  excluding  Special  Capital
        Contributions);

               (2)  the  Percentage  Interest of the Non-Funding Member shall be
reduced to equal 100% minus the Percentage Interest of the Funding Member.

      7.4  Capital of the Company. Except as otherwise expressly provided for in
this  Agreement, no Member shall be entitled to withdraw or receive any interest
or  other  return on, or return of, all or any part of its Capital Contribution,
or  to  receive any Company property (other than cash) in return for its Capital
Contribution.  No Member shall be entitled to make a Capital Contribution to the
Company except as expressly authorized by this Agreement.

      7.5 Limited Liability of Members. All debts and obligations of the Company
shall  be  paid  or discharged solely with the assets of the Company and none of
the  Members  shall  be  obligated to pay or discharge such debts or obligations
except  to the extent required by applicable law. For the avoidance of doubt, no
Member  shall  be liable for the return of the Capital Contribution of any other
Member.

      7.6  Conveyance  of Fee Simple Title. The Members have agreed to defer the
transfer  of fee simple title to the Land by Investor to the Company in order to
provide maximum

<PAGE>


flexibility and efficiency to make a future change in the capitalization of
the Company in a manner that minimizes transfer and recordation taxes to the
extent reasonably possible.  Investor shall transfer fee simple title to the
Land to the Company, subject only to the Permitted Exceptions, upon the earliest
to  occur  of the following ("Fee Transfer Date"): (i) the date that is ten (10)
business  days  after  written  notice  from either Investor or MRP to the other
directing  such  party  to  transfer  the  Land  to the Company pursuant to this
Section  7.6, (ii) the date that Company consummates the closing of Construction
Financing,  or  (iii)  the date upon which commencement of Vertical Construction
occurs.

           (a)  On  the Fee Transfer Date, Investor shall execute and deliver to
the  Company  (i)  a  deed in the form attached as Exhibit D to the Contribution
Agreement,  subject only to the Permitted Exceptions ("Contribution Deed"), (ii)
a  title  affidavit and gap indemnity, in customary form reasonably satisfactory
to  the  Title  Company  and  FRP,  with respect to mechanics' liens, parties in
possession  and unrecorded instruments, (iii) written evidence of termination of
the  Ground Lease (if requested by Title Company or MRP), and (iv) such evidence
of  power  and  authority of Investor as may be reasonably required by the Title
Company.  In  addition,  unless  the  same  has been recorded by Investor or its
affiliates  prior  to  the Fee Transfer Date, Investor shall cause the REA to be
recorded prior to recordation of the Contribution Deed.

           (b)  The  Company  shall pay all title insurance premiums and related
costs  and  all  District  of  Columbia  transfer and recordation taxes and fees
applicable to the recording of the Contribution Deed.

           (c)  The  Members  agree  that  the  normal  and  customary  costs of
ownership  of  the  Land were prorated as of the Effective Date so no such costs
will be prorated as of the Fee Transfer Date.

           (d)  The  Members  agree  that the value of the Land was reflected in
Investor's  Capital  Account  and  Initial Capital Contribution on the Effective
Date,  so  Investor's  Capital  Account  and  Capital Contributions shall not be
further  adjusted  on  the  Fee Transfer Date as a result of the transfer of the
Land  to  the Company. In addition, if Investor fails to consummate (or to cause
FRP  to consummate) the Land Contribution on the Fee Transfer Date in accordance
with  the  requirements  of  this Section 7.6, then MRP shall be entitled to all
rights  and  remedies  at  law  or  in  equity,  including the right to specific
performance of FRP's obligation to consummate the Land Contribution (or to cause
the  Company  to  invoke  against  FRP  a right to specific performance of FRP's
obligation  to consummate the Land Contribution), and to recover actual damages,
losses,  costs  and expenses (including its reasonable attorneys' fees and court
costs)  incurred, suffered or sustained by MRP and/or the Company as a result of
such  failure  by  FRP  and/or  Investor  (provided  that the amount of damages,
losses,  costs and expenses paid or payable to MRP or the Company by Investor or
FRP  under  this Section 7.6(d) will not be treated as a Capital Contribution to
the  Company  by  Investor under this Agreement). Notwithstanding, the foregoing
provisions  to  the contrary, if Investor permanently fails to consummate (or to
cause FRP to consummate) the Land Contribution on or after the Fee Transfer Date
as required under

<PAGE>


this Section 7.6, and specific performance is either unavailable, or ceases
to be practicable as a remedy because title to the Land has been impaired,
then the amount of Capital Contributions credited to Investor under
Section  7.1(a),  above,  will  be reduced by the gross value of the Contributed
Land  provided  for under Section 7.1(a)(i), above, retroactive to the date such
Capital  Contribution  was first credited to Investor (including for purposes of
calculating  any  Preferred  Return  accruing  in  favor  of Investor under this
Agreement,  and  in  calculating  distributions to be made in respect of capital
contributions made by the Members to the Company).

           (e) The Members agree to operate the Land in the ordinary course, and
in  accordance  with  all  Legal  Requirements,  during  the  period between the
Effective  Date and the Fee Transfer Date, subject to any decisions with respect
thereto  that  are  made  in  accordance  with the governance provisions of this
Agreement.  Except to the extent of any liens or title exceptions arising due to
the  acts  or omissions of MRP or the Company during such period, Investor shall
be  responsible  for ensuring that the only title matters applicable to the Land
at  Closing  will  be the Permitted Exceptions, and that no new title matters or
title exceptions will be recorded against (or encumber) the Land unless the same
have  been  approved  by the Members as a Major Decision hereunder (and Investor
shall  cause  all such non-Permitted Exceptions to be satisfied, released and/or
removed of record and in fact prior to the Fee Transfer Date, at Investor's sole
expense),  provided  that  if  any  non-Permitted  Exceptions  arise  after  the
Effective  Date  and prior to the Fee Transfer Date due to the acts or omissions
of  MRP  or  the  Company  during  such  period,  then  MRP  or  the Company (as
applicable)  shall  be responsible for causing all such non-Permitted Exceptions
to  be satisfied, released and/or removed of record and in fact prior to the Fee
Transfer Date, at MRP's or the Company's (as applicable) sole expense.

           (f)  Without limiting any other rights or remedies provided for under
this  Agreement  for  Investor's  failure to consummate the Land Contribution in
accordance  with this Section 7.6, Investor and MRP hereby agree that Investor's
obligation to cause the Land Contribution to be consummated as and when required
under this Section 7.6 shall be enforceable by either MRP or the Company through
an action for specific performance of such obligation.

                                    ARTICLE 8
                            CAPITAL ACCOUNTS, PROFITS
                            AND LOSSES AND ALLOCATIONS

      8.1 Capital Accounts.

           (a)  The  Company shall maintain a Capital Account for each Member in
accordance  with federal income tax accounting principles. Each Member's Capital
Account  shall  be credited as of the Effective Date with an amount equal to its
Initial  Capital  Contribution(s)  (in  cash  or  agreed Book Value) pursuant to
Section 7.1(a) and (b).

<PAGE>


           (b)  The Capital Account of each Member shall be increased by (i) the
amount  of  any cash and the agreed Book Value, as determined by the Members, of
any  property  (net  of liabilities encumbering such property) as of the date of
contribution contributed as a Capital Contribution to the capital of the Company
by  such Member after the Effective Date and (ii) the amount of any income, gain
and  Profit  allocated  to  such  Member pursuant to this Agreement. The Capital
Account  of  each  Member  shall  be decreased by (i) the amount of any Loss and
items  of  loss  or  deduction  allocated  to such Member and (ii) the amount of
distributions  to  such  Member.  In all respects, the Member's Capital Accounts
shall be determined in accordance with the detailed capital accounting rules set
forth  in  Treasury  Regulations Section 1.704-1(b)(2)(iv) and shall be adjusted
upon  the  occurrence  of  certain  events  as  provided in Treasury Regulations
Section 1.704-1(b)(2)(iv)(f).

           (c)  Immediately  after the Initial Capital Contributions pursuant to
Section 7.1(a) and (b) on the Effective Date, the Members' Capital Accounts will
be in the ratio of 8.49% for MRP and 91.51% for Investor.

           (d)  A  transferee of all (or a portion) of an Interest shall succeed
to  the  Capital Account (or portion of the Capital Account) attributable to the
transferred Interest.

           (e) If any Member has a deficit balance in its Capital Account at any
time,  including  upon  liquidation  of  the  Company, such Member shall have no
obligation  to  make any contribution to the capital of the Company with respect
to  such  deficit,  and  such deficit shall not be considered a debt owed to the
Company or to any other Person for any purpose whatsoever.

      8.2 Profits and Losses.

           (a)  As  used  in this Agreement, "Profit" and "Loss" shall mean, for
each  Fiscal  Year  or  other  period,  an amount equal to the Company's taxable
income  or  loss  for  such Fiscal Year or period, determined in accordance with
Section 703(a) of the Code (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:

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

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

               (3)  In the event the Book Value of any Company asset is adjusted
pursuant  to  the  definition  of  Book  Value  in Article 1, the amount of such
adjustment shall

<PAGE>


be taken into account as gain or loss from the disposition of such asset for
purposes of computing Profit or Loss for the Fiscal Year in which such
adjustment occurs;

               (4)  Gain or loss resulting from any disposition of property with
respect  to  which  gain  or  loss is recognized for federal income tax purposes
shall  be  computed  by reference to the Book Value of the property disposed of,
notwithstanding  that  the  adjusted tax basis of such property differs from its
Book Value;

               (5)  In  lieu  of  the  depreciation, amortization and other cost
recovery  deductions  taken  into account in computing federal taxable income or
loss,  there  shall  be  taken into account Depreciation for such Fiscal Year or
other period; and

               (6)  Notwithstanding  any  other  provision,  any items which are
specially  allocated  pursuant  to Section 8.2(e) hereof shall not be taken into
account  in  computing  Profit  or Loss. Nevertheless, such items shall be taken
into account in adjusting Capital Accounts pursuant to Section 8.1 hereof.

           (b)  Pursuant  to  Treasury  Regulations  Section 1.1245-1(e), to the
extent  the  Company  recognizes  gain  as a result of a sale, exchange or other
disposition  of  Company  assets  which is taxable as ordinary income under Code
Section 1245 or Code Section 1250, such ordinary income shall be allocated among
the  Members  in  the  same  proportion  as the depreciation giving rise to such
ordinary income was allocable among the Members. In no event, however, shall any
Member  be  allocated  ordinary income hereunder in excess of the amount of gain
allocated  to  the  Member under this Agreement. Any ordinary income that is not
allocated  to  a  Member  due  to  the gain limitation described in the previous
sentence  shall  be  allocated among those Members whose shares of total gain on
the  sale,  exchange  or other disposition of the property exceed their share of
depreciation  from the Company assets, in proportion to their relative shares of
the total allocable gain.

           (c)  If  any  Member transfers all or any part of its Interest during
any  Fiscal  Year  or  its  Interest is increased or decreased, items of income,
gain,  loss,  deduction,  Profit and Loss attributable to such Interest for such
Fiscal  Year  shall  be  apportioned  between  the  transferor and transferee or
computed  as  to  such  Members,  as the case may be, using any equitable method
selected  by  the  Administrative  Member  and  approved  by all Members that is
permissible under the Code and applicable regulations thereunder.

           (d)  For  each  Fiscal  Year  of  the  Company,  after adjusting each
Member's  Capital Account for all Capital Contributions and distributions during
such  Fiscal  Year  and  all special allocations pursuant to Section 8.2(e) with
respect  to  such  Fiscal  Year,  all  Profit and Loss shall be allocated to the
Members'  Capital  Accounts  in a manner such that, as of the end of such Fiscal
Year,  the  Capital  Account  of  each Member (which may be either a positive or
negative  balance) shall equal, as nearly as possible, (a) the amount that would
be distributed to such Member in a Hypothetical

Liquidation at the end of the last day of such Fiscal Year, minus (b) the sum of
(i) such Member's share of Partnership Minimum Gain (as determined according to

<PAGE>


Treasury  Regulations  Sections  1.704-2(d)  and (g)(3)) and Partner Nonrecourse
Debt  Minimum  Gain  (as  determined  according  to Treasury Regulations Section
1.704-2(i))  and (ii) the amount, if any, such Member is obligated to contribute
to  the capital of the Company as of the last day of such Fiscal Year, provided,
however,  that  no  Loss  may  be  allocated  to  a Member to the extent such an
allocation would result in an Adjusted Capital Account Deficit for such Member.

           (e) Notwithstanding any other provision of this Agreement:

               (i) Nonrecourse Deductions. Nonrecourse deductions (as defined in
Treasury  Regulations  Section  1.704-2(b)(1))  for  each  Fiscal  Year shall be
allocated to the Members in the ratio of their Percentage Interests;

               (ii)  Minimum  Gain  Chargeback.  If  there  is a net decrease in
Partnership  Minimum  Gain  or in Partner Nonrecourse Debt Minimum Gain during a
Company  Fiscal Year, the Members shall be allocated items of Company income and
gain   in   accordance   with   Treasury  Regulations  Sections  1.704-2(f)  and
1.704-2(i)(4);

               (iii) Limitation on Loss Allocations and Qualified Income Offset.
A Member shall not be allocated items of loss or deduction to the extent such an
allocation  would  cause  or increase a deficit Capital Account balance for such
Member  as  of  the  close  of  any taxable year in excess of the amount of such
balance  the  Member  is  obligated  or  deemed obligated to restore pursuant to
Treasury    Regulations    Section    1.704-1(b)(2)(ii)(c),   1.704-2(g)(1)   or
1.704-2(i)(5).  In  determining the Capital Account balance of a Member for this
purpose,  adjustments,  allocations  and  distributions  described  in  Treasury
Regulations  Section  1.704-1(b)(2)(ii)(d)(4),  (5)  and (6) shall be taken into
account. Any items of loss and deduction not

allocated to a Member under this Section 7.2(e)(iii) shall be allocated
first, to the remaining Members with positive Capital Account balances (as
adjusted in accordance with the preceding sentence and after adding back
each Member's share of company minimum gain and partner nonrecourse debt
minimum gain determined pursuant to Treasury Regulations
Sections  1.704-2(g)(1)  and 1.704-2(i)(5)), in proportion to, and to the extent
of,  such  positive  Capital  Account  balances  and  thereafter, as provided in
applicable   Treasury   Regulations.   If  a  Member  unexpectedly  receives  an
adjustment, allocation or distribution described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d)(4),  (5) or (6) which results in a negative Capital Account
balance in excess of any deficit balance which the Member is obligated or deemed
obligated    to    restore    pursuant    to    Treasury   Regulations   Section
1.704-1(b)(2)(ii)(c),  1.704-2(g)(1)  or  1.704-2(i)(5), items of Company income
and  gain  (consisting  of  a  pro  rata portion of each item of Company income,
including gross income, and gain) shall be allocated to such Member in an amount
and  manner  sufficient  to  eliminate such excess deficit balance as quickly as
possible.  This  Section  8.2(e)(iii)  is  intended to comply with the qualified
income  offset  requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)
and shall be interpreted and applied consistently therewith;

               (iv) Member Nonrecourse Deductions. Any partner nonrecourse

<PAGE>


deductions (as defined in Treasury Regulations Section 1.704-2(i)(2)) for
each Fiscal Year shall be specially allocated to the Member who bears the
economic risk of loss with respect to the partner nonrecourse debt (as
defined in Treasury Regulations Section 1.704-2(b)(4)) to which such partner
nonrecourse deductions are attributable in accordance with Treasury
Regulations Section 1.704-2(i); and

               (v) Curative Allocations.

                    (1) Regulatory Curative Allocations. The special allocations
set  forth in Sections 8.2(e)(i) through (iv) (the "Regulatory Allocations") are
intended  to comply with certain requirements of the Treasury Regulations. It is
the  intent  of  the  Members  that,  to  the  extent  possible,  all Regulatory
Allocations  shall  be  offset  either with other Regulatory Allocations or with
special  allocations  of  other  items  of  Partnership  income,  gain, loss, or
deduction  pursuant to this Section 8.2(e)(v)(1). Therefore, notwithstanding any
other  provision  of this Article 8 (other than the Regulatory Allocations), the
Administrative  Member shall make such offsetting special allocations of Company
income,  gain,  loss,  or  deduction in whatever manner it reasonably determines
appropriate  so  that, after such offsetting allocations are made, each Member's
Capital Account balance is, to the extent possible, equal to the Capital Account
balance  such  Member would have had if the Regulatory Allocations were not part
of  the  Agreement and all Partnership items were allocated pursuant to Sections
8.2(d) and (e). In applying this Section 8.2(e)(v)(1), the Administrative Member
shall  take  into account future Regulatory Allocations under Section 8.2(e)(ii)
that,  although  not yet made, are likely to offset other Regulatory Allocations
previously made under Sections 8.2(e)(i) and (iv).

                    (2)  Audit  Adjustment  Curative  Allocations.  In the event
there is a final administrative or judicial determination for federal income tax
purposes  for  any taxable year that changes the Capital Account balances of the
Members  from  the  Capital Account balances for such taxable year as previously
computed  by  the  Company  (an  "Adjustment"),  then,  notwithstanding anything
contained in Section 8.2(d) and (e) hereof, items of Profit, Loss, income, gain,
loss  and  deduction for that taxable year and, if necessary, subsequent taxable
years, shall be allocated among the Members so that, to the extent possible, the
Capital  Account  balances  of the Members (taking into account such Adjustment)
for  that  taxable  year, and all subsequent taxable years, are the same as they
would  have been had such Adjustment not occurred. The reallocation described in
the  preceding  sentence  shall  not  be  made to the extent that the Adjustment
constitutes the correction of an arithmetic or computational error.

           (f)  Allocations  with  Respect  to  Contributed Property; Book Value
Adjustments.

<PAGE>



               (i)  Contributed Property. In accordance with Code Section 704(c)
and  the  Treasury Regulations thereunder, income, gain, loss and deduction (and
any item thereof) with respect to any property contributed to the Company shall,
solely  for  tax  purposes,  be  allocated  among the Members so as to take into
account  any variation at the time of contribution between the adjusted basis of
such  property to the Company for federal income tax purposes and the Book Value
of  the  contributed  property.  Any  allocations  required  under  this Section
8.2(f)(i)  shall  be  made  using  one  of the methods set forth in the Treasury
Regulations  under  Code  Section  704(c),  as  determined by the Administrative
Member and approved by the Non-Administrative Member (and, subject to the second
sentence  of  Section  7.6(d),  above,  the  Contributed Land shall be deemed to
constitute  contributed  property  for  purposes  of this subsection between the
Effective Date and the Fee Transfer Date);

               (ii)  Book  Value Adjustments. In the event the Book Value of any
Company property is adjusted so as to differ from its adjusted basis for federal
income  tax purposes, subsequent allocations of income, gain, loss and deduction
(and  any  item  thereof)  with  respect to such asset shall, in accordance with
Treasury  Regulations  Sections  1.704-1(b)(2)(iv)(g)  and  1.704-1(b)(4),  take
account  of  any  variation between the adjusted basis of such asset for federal
income  tax purposes and the Book Value in the same manner as under Code Section
704(c)  and  the Treasury Regulations thereunder. Any allocations required under
this  Section  8.2(f)(i)  shall  be  made  using one of methods set forth in the
Treasury   Regulations   under   Code  Section  704(c),  as  determined  by  the
Administrative Member and approved by the Non-Administrative Member; and

               (iii)  Tax Allocations Only. Allocations pursuant to this Section
8.2(f)  are solely for tax purposes and shall not affect, or in any way be taken
into account in computing, any Member's Capital Account or share of Profit, Loss
or other items, or distributions pursuant to any provision of this Agreement.

                                    ARTICLE 9
                        DISTRIBUTIONS OF DISTRIBUTABLE CASH

      9.1 Distributions.

           (a) Subject to Section 7.3(a), Section 7.3(c) and Section 9.1(b), the
Company  shall  pay  or  distribute  Distributable  Cash to the Members, on such
schedule  as  is  approved  by  Investor (but in no event less than quarterly if
Distributable Cash is available to be distributed), as follows:

               (i)  First,  if any one or more Members have any Unpaid Preferred
Return  as  of  the  date of such distribution, then to the Members, pro rata in
proportion  to  their  respective  Unpaid Preferred Returns, until each Member's
Unpaid Preferred Return has been reduced to zero;

<PAGE>


               (ii)  Second,  if  any  one  or  more Members have an Unrecovered
Capital  Contribution  as of the date of such distribution, then to the Members,
as  a  return of capital, pro rata in proportion to their respective Unrecovered
Capital  Contributions, until each Member's Unrecovered Capital Contribution has
been reduced to zero;

               (iii) Third, (A) eighty percent (80%) to the Members (pro rata in
proportion  to  their Percentage Interests) and (B) twenty percent (20%) to MRP,
until  the  Investor  has  achieved  an  overall IRR of seventeen percent (17%),
calculated  as  of  the  date  of  such distribution and taking into account all
payments and distributions through and including such date;

               (iv)  Fourth,  (A) seventy percent (70%) to the Members (pro rata
in  proportion  to  their  Percentage Interests) and (B) thirty percent (30%) to
MRP,  until  the  Investor  has achieved an overall IRR of twenty percent (20%),
calculated  as  of  the  date  of  such distribution and taking into account all
payments and distributions through and including such date; and

               (v)  Thereafter, (A) sixty percent (60%) to the Members (pro rata
in proportion to their Percentage Interests) and (B) forty percent (40%) to MRP.

           (b)  Notwithstanding  any provision to the contrary contained in this
Agreement,  the Company shall not be required to make a distribution to a Member
on account of its interest in the Company if such distribution would violate any
applicable law or the terms of any Loan Documents.

                                    ARTICLE 10
                          TRANSFER OF COMPANY INTERESTS

      10.1 Limitations on Transfer of Interests by Members.

           (a)  No Member shall engage in or permit any Transfer with respect to
its  Interest  unless  and  then  only to the extent expressly permitted in this
Article  10.  Any  purported  Transfer  in violation of this Article 10 shall be
void, and shall not bind the Company.

           (b)  No  Member  shall,  without  the  prior  written  consent of all
Members, authorize, cause or permit any Transfer with respect to its Interest if
such  Transfer  would  cause  a default under any of the Loan Documents or other
material  agreement  binding upon the Company or any of its properties, provided
that  the Members will use all reasonable and diligent efforts to secure as part
of  the  terms  of  the  Loan  Documents  therefor,  the agreement of the lender
providing  Company  Financing to recognize the rights of the Members to make any
other Transfer which is permitted by right under Section 10.1(c).

           (c) Notwithstanding Section 10.1(a), but subject to
Section 10.1(b):


<PAGE>


               (1)  Prior  to  Stabilization,  MRP  may,  without  obtaining the
approval  of  the Company or any Member, cause or permit an indirect Transfer of
its  Interest  (i.e., the ownership interests within the MRP Member, but not the
Interest  itself)  so  long  as  (i)  the Interest remains Controlled by the MRP
Principals  (and  the MRP Principals at all times include both Robert Murphy and
Frederick  Rothmeijer,  except  to  the  extent  one,  but  not  both,  of  such
individuals  ceases  to  be  an  MRP  Principal  because of death, disability or
incapacity),  (ii) not less than fifty percent (51%) of the beneficial ownership
of the Interest, including fifty-one percent (51%) of the capital and profits of
the  Interest, remains owned, directly or indirectly, by the MRP Principals, and
(iii)  such  Transfer  is  consistent with and does not violate Section 10.1(b),
Section 10.1(d) and the applicable provisions of Section 10.2.

               (2)  From and after Stabilization, MRP may, without obtaining the
approval  of  the Company or any Member, cause or permit an indirect Transfer of
its  Interest  (i.e., the ownership interests within the MRP Member, but not the
Interest  itself)  so  long  as  (i)  the Interest remains Controlled by the MRP
Principals  (and  the MRP Principals at all times include at least one of Robert
Murphy  and Frederick Rothmeijer), and (ii) such Transfer is consistent with and
does  not violate Section 10.1(b), Section 10.1(d) and the applicable provisions
of Section 10.2.

               (3)  Prior  to Stabilization, Investor may, without obtaining the
approval  of  the Company or any Member, cause or permit a Transfer with respect
to  its  Interest so long as (i) immediately after the Transfer, the Person that
owns  the  subject  Interest  is  Controlled  by Florida Rock and majority owned
(directly  or  indirectly)  by  Florida Rock, (ii) at all times, only one Person
directly  owns the entire Interest held by Investor and any permitted transferee
of  Investor,  and  (iii)  such Transfer is consistent with and does not violate
Section 10.1(b), Section 10.1(d) and the applicable provisions of Section 10.2.

               (4) From and after Stabilization, Investor may, without obtaining
the  approval of the Company or any Member, cause or permit a Transfer affecting
its Interest so long as (i) immediately after the Transfer, the Person that owns
the  subject Interest is Controlled by Florida Rock, (ii) at all times, only one
Person  directly  owns  the  entire  Interest held by Investor and any permitted
transferee  of Investor, and (iii) such Transfer is consistent with and does not
violate Section 10.1(b),

Section 10.1(d) and the applicable provisions of Section 10.2.

           (d)  If  any  Transfer pursuant to this Section 10.1, either alone or
when  aggregated  with  other  Transfers  permitted under this Article 10, shall
result  in  the  imposition of any state or local recordation or transfer tax or
other  similar  tax on transfers of economic interests in entities that own real
property,  then (i) the transferor and transferee shall be jointly and severally
liable  for  such tax, and (ii) each transferor and transferee shall jointly and
severally  indemnify  and hold the Company (and the other Members) harmless from
any liability for, or arising out of, such tax.

<PAGE>


           (e)  If  the  Company  elects  to sell or otherwise dispose of all or
substantially  all  of  the  Company Assets, then the Members agree to cooperate
with  any  structure  that would facilitate such Sale or disposition in a manner
advantageous  to the Company, including a Transfer of all of the Interests, or a
merger  or consolidation of or with the Company, and any such transaction may be
approved  by  the  Members with the same vote or consent as would be required to
approve  a  Sale  or disposition of the Company Assets by the Company under this
Agreement.

      10.2 General Transfer Provisions.

           (a) Unless otherwise provided in a particular section of this Article
10 the following provisions apply to any permitted Transfer of an Interest:

               (1)  the  "Selling  Member" means the Member that is transferring
and selling its Interest;

               (2) the "Purchasing Member" means the Member or other Person that
is acquiring and purchasing the Interest;

               (3)  the  "Non-Selling Member" means, in the case of a Sale of an
Interest, the Member other than the Selling Member; and

               (4)  the "Closing" means the closing of any Transfer permitted by
this Agreement.

           (b) Any Transfer of a direct Interest permitted under this Article 10
shall  be  evidenced  by  an  instrument  of  assignment  in  form and substance
reasonably  satisfactory  to  the  Administrative  Member and Non-Administrative
Member under which the transferor transfers all rights and obligations hereunder
that  are  allocable to the transferred Interest, and the transferee assumes all
such  rights  and  obligations.  Without  limitation, such assignment shall also
provide  that the transferee of such Interest: (i) agrees to be bound by all the
terms  of  this  Agreement  applicable  to  the  transferor  with respect to the
Interest transferred; and (ii) assumes and agrees to perform and comply with all
obligations  of the transferor arising from and after the time of such Transfer.
Upon  compliance  with  all  of the terms hereof, the Purchasing Member shall be
substituted as a Member in respect of such acquired Interest and, if required by
applicable  law, the Administrative Member promptly thereafter shall cause to be
filed  with  the  proper authorities an amendment to the Certificate in order to
reflect such change and take such similar action as may be required.

           (c)  An  executed  counterpart  of each document executed pursuant to
this  Article  10  shall  be  delivered  to  the Non-Selling Member, the Selling
Member, the Purchasing Member and the Company.

           (d)  A  permitted  Transfer  of  an  Interest  or any other permitted
Transfer shall

<PAGE>


not terminate the Company.  No Transfer will be permitted if such Transfer
would result in the Company being a "publicly-traded partnership", within the
meaning of the Code and the regulations thereunder, or an entity taxable
as a corporation or as an association or otherwise being treated as a
taxable entity for United States federal income tax purposes, unless
otherwise agreed to by all of the Members.

           (e)  It  is  the  intent  of  the  parties to this Agreement that the
requirements  or  obligations,  if  any,  of a Member or the Company to make any
Transfer  in accordance with the provisions of this Agreement, or of a Member to
refrain  from  making  any  Transfer  not  permitted by this Agreement, shall be
enforceable  by an action for specific performance of a contract relating to the
purchase  of real property or an interest therein or by an action for injunctive
relief, respectively.

           (f)  Any  and all reasonable costs and expenses (including reasonable
attorneys'  fees  and  disbursements) incurred by the Company in connection with
effectuating  such Transfer and the admission of the Purchaser as a Member shall
be  paid  or  caused  to be paid by the Seller. It is expressly agreed that each
Member  shall  otherwise  be  responsible  for  its  own out-of-pocket costs and
expenses relating to such Transfer.

           (g)  In  applying and interpreting any provision of this Agreement in
which  the context assumes that there are two, but not more than two, Members in
the  Company,  (i)  MRP  and  any transferees of MRP (other than Investor or its
Affiliate)  shall collectively be treated as a single Member with the rights and
obligations  of  MRP hereunder and (ii) Investor and any transferees of Investor
(other  than  MRP  or  its  Affiliate) shall collectively be treated as a single
Member  with the rights and obligations of Investor hereunder. This paragraph is
not  intended  to  permit  partial  transfers of Interest that are not otherwise
permitted under this Agreement.

      10.3  Remedy  for  Impermissible Transfer. In the event that a Member or a
holder of a direct or indirect interest in such Member shall purport to transfer
its  interest or part thereof in a manner not permitted hereunder, then, without
limiting any other remedies available hereunder or at law, the other Member may,
at its option, declare such purported Transfer void pursuant to Section 10.1(a).

      10.4  Change in Interest. Upon any change in the relative interests of the
Members,  whether  by  reason  of  the  admission  of a Member or otherwise, the
Members'  shares  of  all Company items shall be determined, except as otherwise
required by law, by an interim closing of the Company's books.

      10.5 Substituted Members.

           (a)  Any  Member  that  assigns  all  of  its Interest pursuant to an
assignment  or  assignments  permitted  under this Agreement shall cease to be a
Member  of  the  Company  except  that  unless and until a Substituted Member is
admitted  in  its  stead, the assigning Member shall not cease to be a Member of
the Company under the Act and shall retain the rights and powers of

<PAGE>


a Member under the Act and hereunder.  Any assignee of any portion of the
Interest  of  a  Member  that has satisfied the requirements of Article 10 shall
become  a Substituted Member only when (i) the Administrative Member has entered
such  assignee  as  a  Member on the books and records of the Company, which the
Administrative  Member  is  hereby  directed  to  do  upon  satisfaction of such
requirements,  and  (ii)  such  assignee  has paid all reasonable legal fees and
filing costs and any transfer taxes arising as a result of or in connection with
the substitution as a Member.

           (b)  Any Person who is a permitted assignee of any of the Interest of
a  Member  but  who  does  not become a Substituted Member and desires to make a
further  assignment  of any such Interest shall be subject to all the provisions
of  this  Article  10  to  the  same extent and in the same manner as any Member
desiring to make an assignment of its Interest.

      10.6  Acceptance  of  Prior  Acts.  Any  Person  who  becomes a Member, by
becoming  a Member, accepts, ratifies and agrees to be bound by all actions duly
taken  by  the  transferor, any other Member, the Company or any other Person on
behalf  of  any  of  the  foregoing pursuant to the terms and provisions of this
Agreement  prior  to  the  date  it  became  a  Member and, without limiting the
generality  of  the foregoing, specifically ratifies and approves all agreements
and  other  instruments as may have been executed and delivered on behalf of the
Company prior to said date and which are in force and effect on said date.

      10.7  Required  Recognition  of  Impermissible Transfer. If the Company is
required  by  a court of competent jurisdiction or applicable law to recognize a
Transfer of an Interest which is not permitted hereunder, then:

           (a)  the transferee with respect to such Interest shall have only the
rights  of  an unadmitted assignee under the Act with respect to the transferred
Interest,  and shall not have the rights of a Member unless admitted as a Member
under  the  Act, and any distributions with respect to such transferred Interest
may  be  applied  (without  limiting  any other legal or equitable rights of the
Company)  towards the satisfaction of any debts, obligations, or liabilities for
damages  that  the  transferor  or  transferee  of such Interest may have to the
Company; and

           (b)  to  the  maximum  extent permitted by applicable law, the Member
other  than  the  transferee  shall have the right of first refusal, but not the
obligation,  to  acquire  such  transferred  Interest  on  the  same  terms  and
conditions  as  the  purported  transferee,  and such Member shall have at least
thirty  (30)  days  within  which to exercise such right of first refusal, which
thirty (30) day period shall begin on the later of (i) the date that the Company
is  required by a court of competent jurisdiction to recognize such Transfer and
(ii)  the  date on which such Member has received notice of all of the terms and
conditions  under  which  the  purported  transferee  has acquired or intends to
acquire such Interest.

      10.8 Sale Or Conversion Upon Stabilization.

           (a)  The  Administrative  Member  shall  provide  written  notice  to
Investor  promptly upon Stabilization (and, prior to Stabilization, shall update
Investor regularly with the

<PAGE>


projected date of Stabilization).  Upon receipt of such notice, Investor
shall have one (1) year within which to elect, by written notice to MRP,
either (i) to cause the Company to sell the Property or (ii) to cause a
Conversion.  If  Investor  does  not  make  an election within such one (1) year
period, or if Investor elects to cause the Company to sell the Property and such
Sale is not consummated within 18 months after Stabilization (provided that such
18  month  period  shall  be  automatically  extended  so long as the Company is
thereafter actively marketing the Property for Sale), then in either such event,
Investor shall be deemed to have elected to cause a Conversion.

           (b)  If  Investor  elects  to cause the Company to sell the Property,
then  the  Members  shall  cooperate  in  marketing the Property for Sale to the
highest  bidder,  promptly  but  in  an  orderly  and  diligent  manner,  and in
contracting for and consummating such Sale, if applicable.

           (c) If Investor elects (or is deemed to elect) to cause a Conversion,
then  (and  only  then)  the  following procedure shall apply (collectively, the
"Conversion"):

               (1)  Within thirty (30) days after Investor's election (or deemed
election)  to  cause  a  Conversion,  MRP  shall  provide  a notice ("Conversion
Notice")  to  Investor  stating MRP's estimate of the gross fair market value of
the Property as of the date of such Conversion Notice.

               (2)  Within  thirty  (30)  days  after  Investor's receipt of the
Conversion Notice, Investor shall deliver a written notice ("Conversion Election
Notice") to MRP stating either (i) that Investor agrees to the gross fair market
value  of  the  Property  set forth in the Conversion Notice, in which case such
value  shall be the "Project Value" for purposes of this Section 10.8(c), or (2)
that  Investor  disagrees  with  the gross fair market value of the Property set
forth  in the Conversion Notice, in which case Investor shall state its estimate
of  the gross fair market value of the Property as of the date of the Conversion
Notice;  if  Investor  fails  to  give  such  notice within such thirty (30) day
period,  then  it shall be deemed to have given a Conversion Election Notice (on
the last day of such thirty (30) day period) electing to agree to the gross fair
market value of the Property set forth in the Conversion Notice.

               (3) If Investor delivers a Conversion Election Notice disagreeing
with  the  gross  fair  market value of the Property set forth in the Conversion
Notice,  then  MRP  and  Investor  shall negotiate in good faith to arrive at an
agreed  gross fair market value of the Property as of the date of the Conversion
Notice.  If the parties are unable to agree on such value within forty-five (45)
days  after  the delivery of the Conversion Notice, then either party may invoke
the  valuation  procedures  set  forth in Exhibit C. The final gross fair market
value of the Property as of the date of the Conversion Notice, as agreed upon by
MRP  and  Investor or as determined pursuant to Exhibit C, shall be the "Project
Value" for purposes of this Section 10.8(c).

               (4)   From   and   after  the  date  of  the  Conversion  Notice,
notwithstanding  anything  to the contrary in Section 9.1(a) or Section 11.3(c),
all distributions to the Members

<PAGE>


shall be made strictly pro rata in accordance with the Members' respective
Percentage  Interests,  as  adjusted for such Conversion in accordance with this
Section  10.8(c)(4).  Unless  unanimously  otherwise  agreed by the Members, the
Company shall not make any distributions to Members beginning on the date of the
Conversion  Notice through the date that the Project Value is finally determined
in  accordance  with  this  Section  10.8(c).  Immediately  following  the final
determination  of  Project  Value  in  accordance with this Section 10.8(c), the
respective  Percentage  Interests  of  the  Members  shall  be  adjusted  (which
adjustment  shall relate back to the date of the Conversion Notice) to equal the
following:

                    (i)  the  Percentage  Interest  of MRP shall be equal to MRP
Pre-Conversion Equity Value divided by Total Equity Value; and

                    (ii)  the  Percentage Interest of Investor shall be equal to
Investor Pre-Conversion Equity Value divided by Total Equity Value.

Thereafter, for purposes of calculating the Percentage Interests of the Members,
(A)   MRP  shall  be  deemed  to  have  made  an  aggregate  amount  of  Capital
Contributions  prior  to  the  date  of  the  Conversion Notice equal to the MRP
Pre-Conversion  Equity  Value, and (B) the Investor shall be deemed to have made
an aggregate amount of Capital Contributions prior to the date of the Conversion
Notice  equal  to  the  Investor  Pre-Conversion  Equity  Value,  and subsequent
adjustments  to  the  Percentage  Interests  of  the  Members  shall  be made in
accordance with this Agreement, including Section 7.3(d) if applicable.

(5) For purposes of this Section 10.8(c):

                    (i)  "MRP Pre-Conversion Equity Value" shall be deemed to be
an  amount equal to the cash consideration MRP would have received if the assets
of  the  Company  had  been  sold  on  the  date of the Conversion Notice for an
all-cash  net  price  equal to 98% of the Project Value (i.e., an all-cash price
that  has been reduced by assumed closing costs equal to two percent (2%) of the
Project  Value)  and  the Company had been dissolved and wound up following such
sale and the proceeds of such sale and the other assets of the Company remaining
after  payments  to  creditors had been distributed to the Members in accordance
with  the provisions of this Agreement including Section 11.3(c) (excluding this
Section 10.8(c)).

                   (ii) "Investor Pre-Conversion Equity Value" shall be
deemed to be an amount equal to the cash consideration Investor would have
received if the assets of the Company had been sold on the date of the
Conversion  Notice  for  an all-cash net price equal to 98% of the Project Value
(i.e., an all-cash price that has been reduced by assumed closing costs equal to
two  percent  (2%)  of the Project Value) and the Company had been dissolved and
wound  up following such sale and the proceeds of such sale and the other assets
of the Company remaining after payments to

<PAGE>


creditors had been distributed to the Members in accordance with the
provisions of this Agreement including Section 11.3(c) (excluding this
Section 10.8(c)).

                    (iii)  "Total  Equity  Value"  shall mean the sum of the MRP
Pre-Conversion Equity Value and the Investor Pre-Conversion Equity Value.

               (6)  Promptly  after  the  Project Value is finally determined in
accordance  with this Section 10.8(c) and the adjustment to Percentage Interests
has  been completed in accordance with Section 10.8(c)(4), the Members shall use
all  commercially reasonable and diligent efforts to obtain Company Financing in
an  amount  not  to exceed seventy percent (70%) loan-to-value, on such terms as
are  approved  by  all of the Members, with the objective of distributing excess
financing  proceeds  to  the  Members,  pro rata in accordance with the Members'
respective Percentage Interests, as so adjusted.

                                    ARTICLE 11
                            DISSOLUTION OF THE COMPANY;
                       WINDING UP AND DISTRIBUTION OF ASSETS

      11.1 Dissolution.

           (a)  The Company shall be dissolved and its affairs shall be wound up
only upon the first to occur of the following:

               (1)  the joint written direction of the Administrative Member and
the Non-Administrative Member;

               (2)  the  sale  or  Transfer  of  all or substantially all of the
assets  of the Company in a terminating capital transaction (except as necessary
to   continue   the   Company's  existence  for  purposes  of  facilitating  and
post-closing escrow arrangement, Seller financing or the like); or

               (3)  the termination of the legal existence of the last remaining
Member  of the Company or the occurrence of any other event which terminates the
continued membership of the last remaining Member of the Company in the Company,
unless  the  business  of the Company is continued in a manner permitted by this
Agreement  or  the  Act.  Upon  the occurrence of any event that causes the last
remaining  member  of the Company to cease to be a Member of the Company, to the
fullest  extent  permitted by law, the personal representative of such Member is
hereby  authorized and directed to, and shall, within ninety (90) days after the
occurrence  of the event that terminated the continued membership of such member
in  the  Company,  agree  in writing (i) to continue the Company and (ii) to the
admission of the personal representative or its nominee or designee, as the case
may be, as a substitute member of the Company, effective as of the occurrence of
the  event that terminated the continued membership of the last remaining Member
of the Company in the Company.

<PAGE>


           (b)  Except  with  the  prior  consent  of the all of the Members, no
Member  shall  have  the  right  to  (i)  withdraw  or resign as a Member of the
Company,  (ii)  redeem,  or otherwise require redemption of, its Interest or any
part  thereof  or  (iii) to the fullest extent permitted by law, dissolve itself
voluntarily.

           (c)  Notwithstanding  any  other  provision  of  this  Agreement, the
Bankruptcy  of any Member shall not cause that Member to cease to be a member of
the  Company  and  upon  the  occurrence  of  such an event, the business of the
Company  shall  continue without dissolution. To the fullest extent permitted by
law,  the  Company  shall not be dissolved or terminated solely by reason of the
Bankruptcy, death, removal, withdrawal, dissolution or admission of any Member.

      11.2 Winding Up.

           (a)  In  the  event  of  the  dissolution  of the Company pursuant to
Section  11.1(a),  the Administrative Member, or a liquidating trustee appointed
by the Administrative Member, shall wind up the Company's affairs.

           (b)  Upon  dissolution  of  the  Company  and  until  the filing of a
certificate of cancellation as provided in the Act, the Administrative Member or
a  liquidating  trustee, as the case may be, 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 Company's business, dispose of
and  convey  the  Company's property, discharge or make reasonable provision for
the  Company's  liabilities,  and  distribute  to the Members in accordance with
Section  11.3  any  remaining  assets  of the Company, all without affecting the
liability of Members and without imposing liability on any liquidating trustee.

           (c)   Upon   the  completion  of  winding  up  of  the  Company,  the
Administrative  Member  or  liquidating trustee, as the case may be, shall cause
the  filing  of a certificate of cancellation with the Secretary of State of the
State  of  Delaware  as  provided  in the Act. The existence of the Company as a
separate  legal  entity  shall  continue  until  termination  of  the Company as
provided in the Act.

      11.3  Distribution  of  Assets.  Upon  the  winding up of the Company, the
assets shall be distributed as follows:

           (a)  to  the  satisfaction  of  debts  and liabilities of the Company
(whether  by payment or the making of reasonable provision for payment thereof),
in  order  of priority as provided by law, other than debts and liabilities owed
to  Members,  including to the payment of expenses of the liquidation and to the
setting  up  of  any  Reserves that the Administrative Member or the liquidating
trustee,  as  the  case may be, shall determine are reasonably necessary for any
contingent, conditional or unmatured liabilities or obligations of the Company;

           (b)  to the satisfaction of debts and liabilities of the Company owed
to Members; and

<PAGE>


           (c)  The  balance,  if  any,  to  the  Members in accordance with the
provisions  of  Section  9.1(a)  hereof  (subject  to Section 7.3(a) and Section
7.3(c)).

                                    ARTICLE 12
                                    AMENDMENTS

      12.1  Amendments.  Except  as  otherwise  expressly set forth herein, this
Agreement  may  only  be  amended  by  written consent of all of the Members. No
amendment,  modification,  supplement,  discharge  or waiver hereof or hereunder
shall require the consent of any other Person.

      12.2  Additional  Members.  If  this  Agreement  shall  be amended for the
purpose of adding or substituting a Member as permitted herein, the amendment to
this Agreement shall be signed by the Administrative Member, by the Person to be
added  or  substituted  and  by the assigning Member, if any. In making any such
amendment, the Administrative Member shall prepare and file for recordation such
documents  and  certificates,  if  any,  as shall be required to be prepared and
filed under the Act or any other applicable law. The Administrative Member shall
provide  prompt  written  notice  and  copies  of  applicable  documents  to the
Non-Administrative  Member  upon  any  addition  or  substitution of a Member as
permitted herein and upon any such amendment.

                                    ARTICLE 13
                                  MISCELLANEOUS

      13.1  Further  Assurances.  Each  Member  agrees  to execute, acknowledge,
deliver,  file and record such further certificates, amendments, instruments and
documents and to do all such other acts and things as in the reasonable judgment
of  the  Administrative  Member  may  be necessary or advisable to carry out the
intent and purpose of this Agreement.

      13.2  Notices.  Unless otherwise specified in this Agreement, all notices,
demands,  elections,  requests  or  other  communications that any party to this
Agreement  may  desire  or be required to give hereunder shall be in writing and
shall  be  given by hand by depositing the same in the United States mail, first
class  postage  prepaid,  certified  mail,  return  receipt  requested,  or by a
recognized  overnight courier service providing confirmation of delivery, to the
addresses  set  forth  in  Section  2.8,  or  at  such  other  address as may be
designated  by  the addressee thereof upon written notice to all of the Members.
All  notices  given  pursuant  to this Section 13.2 shall be deemed to have been
given  (i)  if delivered by hand on the date of delivery or on the date delivery
was  refused  by  the addressee or (ii) if delivered by United States mail or by
overnight  courier, on the date of delivery as established by the return receipt
or  courier  service  confirmation  (or  the date on which the return receipt or
courier  service  confirms  that  acceptance  of  delivery  was  refused  by the
addressee).

      13.3  Headings  and  Captions. All headings and captions contained in this
Agreement

<PAGE>


and the tables of contents hereto are inserted for convenience only and shall
not be deemed a part of this Agreement.

      13.4  Variance  of Pronouns. All pronouns and all variations thereof shall
be  deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the person or entity may require.

      13.5  Counterparts.  THIS  AGREEMENT  MAY  BE  EXECUTED  IN  TWO  OR  MORE
COUNTERPARTS,  EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF WHICH, WHEN
TAKEN  TOGETHER,  SHALL CONSTITUTE ONE AGREEMENT. DELIVERY OF THIS AGREEMENT MAY
BE EFFECTED BY FACSIMILE, .PDF OR OTHER ELECTRONIC TRANSMISSION. DELIVERY BY ONE
PARTY  OF  AN  EXECUTED  COUNTERPART  OF THIS AGREEMENT TO THE OTHER PARTY SHALL
CONSTITUTE GOOD DELIVERY TO SUCH OTHER PARTY FOR ALL PURPOSES.

      13.6  Governing  Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF
LAW PROVISIONS THEREOF.

      13.7 Consent to Jurisdiction. To the fullest extent permitted by law, each
Member  hereby  irrevocably  consents and agrees, for the benefit of each party,
that  any  legal  action,  suit  or  proceeding  against  it with respect to its
obligations,  liabilities  or  any  other  matter  under or arising out of or in
connection  with  this  Agreement shall be brought in any federal or state court
located   in  the  District  of  Columbia  (a  "Permitted  Court"),  and  hereby
irrevocably  accepts  and submits to the exclusive jurisdiction of the Permitted
Court with respect to any such action, suit or proceeding. To the fullest extent
permitted  by  law, each Member also hereby irrevocably consents and agrees, for
the  benefit  of  each  other  party,  that any legal action, suit or proceeding
against  it  shall  be  brought  in  any Permitted Court, and hereby irrevocably
accepts  and  submits to the exclusive jurisdiction of each such Permitted Court
with  respect  to  any  such  action,  suit or proceeding. To the fullest extent
permitted by law, each Member waives any objection which it may now or hereafter
have  to  the  laying  of  venue  of  any  of  the  aforesaid  actions, suits or
proceedings  brought  in  any such Permitted Court and hereby further waives and
agrees  not  to plead or claim in any such Permitted Court that any such action,
suit  or  proceeding  brought  therein has been brought in an inconvenient forum
(but  the  foregoing  shall  not  be  construed  as  a  waiver  of  any  federal
jurisdictional requirements applicable thereto). To the fullest extent permitted
by  law,  each  Member  agrees  that  all  notices that are required to be given
hereunder  may be given by the attorneys for the respective parties. EACH MEMBER
WAIVES  TRIAL  BY JURY IN CONNECTION WITH ANY ACTION ARISING UNDER OR RELATED TO
THIS AGREEMENT.

      13.8   Partition.  The  Members  hereby  agree  that  no  Member  nor  any
successor-in-interest  to  any  Member  shall have the right to have any Company
Asset  partitioned, or to file a complaint or institute any proceeding at law or
in  equity  seeking to have any Company Asset partitioned or seeking dissolution
of the Company under the Act or otherwise

<PAGE>


under applicable law, and each Member, on behalf of himself, his successors,
representatives, heirs and assigns, hereby waives any such right.  In the
event that the Members cannot agree with respect to a Major Decision that
requires the consent of both Members, it is the express intent of the Members
that Section 3.3 provides the exclusive remedies for such disagreement, and,
except where the Members have expressly agreed herein not to unreasonably
withhold, delay or condition its consent to a Major Decision, the Members do
not intend for any court either to impose any requirement on either party to
concede or waive any right it may have to approve a Major Decision or to
order a judicial sale or dissolution or similar remedy in response to any
such disagreement.

      13.9  Invalidity.  Every  provision  of  this  Agreement is intended to be
severable.  The  invalidity  and unenforceability of any particular provision of
this Agreement in any jurisdiction shall not affect the other provisions hereof,
and  this  Agreement  shall  be  construed in all respects as if such invalid or
unenforceable provision were omitted.

      13.10  Successors  and  Assigns.  This Agreement shall be binding upon the
parties hereto and their respective successors, executors, administrators, legal
representatives,  heirs  and legal assigns and shall inure to the benefit of the
parties  hereto  and,  except  as  otherwise  provided  herein, their respective
successors,  executors,  administrators,  legal representatives, heirs and legal
assigns.   No  Person  other  than  the  parties  hereto  and  their  respective
successors,   executors,   administrators,   legal  representatives,  heirs  and
permitted assigns shall have any rights or claims under this Agreement.

      13.11  Entire  Agreement.  This  Agreement supersedes all prior agreements
among  the  parties  with respect to the subject matter hereof, and contains the
entire Agreement among the parties with respect to such subject matter.

      13.12 Waivers. No waiver of any provision hereof by any party hereto shall
be  deemed a waiver by any other party nor shall any such waiver by any party be
deemed a continuing waiver of any matter by such party.

      13.13  Maintenance  as a Separate Entity. The Company shall maintain books
and  records  and bank accounts separate from those of its Affiliates (including
any  Subsidiary);  shall  at  all times hold itself out to the public as a legal
entity  separate  and  distinct  from  any  of  its  Affiliates  (including  any
Subsidiary)  (including  in  its  operating  activities,  in  entering  into any
contract,  in  preparing its financial statements, and on its stationery and any
signs  it  posts);  shall  not  commingle  its  assets with assets of any of its
Affiliates (including any Subsidiary); shall cause its business to be carried on
by the Administrative Member in accordance with the terms of this Agreement; and
shall  keep  minutes  of all meetings of the Members. Failure of the Company, or
any  Member  on  behalf  of  the  Company,  to  comply with any of the foregoing
covenants  or  any  other covenants contained in this Agreement shall not affect
the status of the Company as a separate legal entity or the limited liability of
a Member.

      13.14 Confidentiality.

<PAGE>


            (a)  Each  Member agrees not to disclose or permit the disclosure of
any  of  the terms of this Agreement or of any other confidential, non-public or
proprietary information relating to the Company Assets or Project (collectively,
"Confidential  Information"),  provided  that such disclosure may be made (i) to
any  Person  who  is  a  member,  partner, officer, director or employee of such
Member or counsel to or accountants of such Member solely for their use and on a
need-to-know  basis,  provided  that  such  Persons are notified of the Members'
confidentiality  obligations  hereunder,  (ii)  with  the  prior  consent of the
Members,  (iii)  subject  to  Section  13.14(b), pursuant to a subpoena or order
issued  by a court, arbitrator or governmental body, agency or official, (iv) to
any  lender or legitimate third party equity investor providing financing to the
Company,  its Affiliates or its Members or their Affiliates, (v) as necessary or
appropriate  in  connection  with  the audit of the accounts of any Member or to
enable  any  Member  or  its  Affiliates  to  comply  (as  deemed  necessary  or
appropriate by such party) with the disclosure and other requirements imposed by
statute,  regulation  or  by any governmental, administrative or other authority
having  jurisdiction  over  it  (including,  for  example,  the Internal Revenue
Service  or  the  Securities  and  Exchange  Commission),  (vi)  as necessary in
connection  with  a  permitted  Transfer  of an Interest by any Member, (vii) as
required  in  connection with seeking governmental approvals and/or entitlements
for  the  Project,  (viii)  in  any legal action involving the resolution of any
dispute  between  the  Members  concerning  this  Agreement or any other matters
otherwise  constituting Confidential Information hereunder, and (ix) as required
by  applicable law or the rules of any securities exchange upon which the shares
of  any  Member  or  its  Affiliates  are listed or traded. In no event will any
information  or  material  that is already publically disclosed, or otherwise in
the public domain (except as a result of a prior breach of this Section 13.14 by
the  party  seeking  to  classify  otherwise  Confidential  Information as being
non-confidential) be considered "Confidential Information" within the meaning of
this Section 13.14 (a).

            (b)  In  the event that a Member shall receive a request to disclose
any  Confidential  Information  under a subpoena or order, such Member shall (i)
promptly notify the other Members thereof, (ii) consult with the other Member on
the  advisability  of taking steps to resist or narrow such request and (iii) if
disclosure  is  required  or  deemed  advisable, cooperate with any of the other
Member  (at  such  other  Member's  sole  expense) in any attempt it may make to
obtain  an order or other assurance that confidential treatment will be accorded
the Confidential Information that is otherwise subject to disclosure thereunder;
provided nothing herein will restrict such party in making such disclosure.

            (c)  No  Member  shall  issue  any  press  release  or  other public
communication  about  the  formation  or  existence  of  the Company without the
express  written consent of all Members, except as required by applicable law or
the  rules of any securities exchange upon which the shares of any Member or its
Affiliates are listed or traded.

      13.15  No  Third  Party  Beneficiaries. This Agreement is not intended and
shall  not  be  construed  as granting any rights, benefits or privileges to any
Person  not  a  party  to this Agreement. Without limiting the generality of the
foregoing, no creditor of the Company or of

<PAGE>


any Member shall have any right whatsoever to require any Member to
contribute capital to the Company or otherwise enforce any provision of this
Agreement against any Member.

      13.16  Construction of Documents. The parties hereto acknowledge that they
were  represented  by  separate  and  independent counsel in connection with the
review, negotiation and drafting of this Agreement and that this Agreement shall
not be subject to the principle of construing its meaning against the party that
drafted same.

      13.17  Time  of Essence. Time is of the essence in the performance of each
and every term of this Agreement.

      13.18 Conflict of Interest.

            (a)  The  parties  hereto  acknowledge that the law firm of Arnold &
Porter LLP (the "AP Firm") has represented, presently represents, and may in the
future  represent  Investor,  and  its Affiliates, in their separate capacities.
Inasmuch as the AP Firm is presently representing the Company in connection with
its  formation,  presently  representing  the  interests  of  Investor  and  its
Affiliates  in  connection  with the transfer of the Property to the Company and
the  formation of the Company, and may represent the Company and/or Investor and
its  Affiliates  and  other  future  transactions contemplated herein, potential
conflicts  of  interests  may  be  created  by  the  AP Firm's representation of
Investor  and the Company and their respective Affiliates. Although there are no
conflicts  or  disputes  presently existing between the Company and such Members
(in  any capacity held hereunder), or among the Members themselves, there is the
potential  that  such  conflicts  may  arise  in  the  future.  By  signing this
Agreement,   the   parties   acknowledge  that  these  potential  conflicts  and
relationships  have  been disclosed, and that they have had ample opportunity to
discuss  these  conflicts with the AP Firm and with separate legal counsel. MRP,
the  MRP Principals and MRP's Affiliates have been represented by separate legal
counsel  in  connection  with  the  drafting  and negotiation of this Agreement.
Subject  to  (and  except as provided in) the terms set forth below, the parties
hereto  waive any rights they may have now or in the future to protest or object
to  the AP Firm's representation of the Company, Investor, and/or any Affiliates
of  the  foregoing,  and  agree  that  in  the  event  of a conflict between the
Members/Administrative    Member,    or    the    Company   and   any   of   its
Members/Administrative  Member,  the  AP  Firm  shall  be permitted to represent
Investor  (or  its  successors  in  interest) and its Affiliates (other than the
Company)  in  connection  with  any  such  conflict.  In  the event any court of
competent  jurisdiction  determines  that  the  AP  Firm's representation of the
Company,  Investor,  and/or  any Affiliate of any of the foregoing, results in a
conflict  of  interest that may not be waived or that is not within the scope of
the waiver set forth in this Section 13.18(a), or factual circumstances arise in
the  future  which  require  the  AP Firm to re-evaluate the conflict waiver set
forth  in  this  Section  13.18(a),  to  discontinue  its  representation of the
Company,  Investor,  and/or  or  any  Affiliate  of  any of the foregoing, or to
otherwise  modify  the  terms and limitations applicable to such representation,
the  AP Firm reserves the right to seek additional conflict waivers, to withdraw
from  such  representation,  or  to propose additional terms and limitations (or
modifications to existing terms and limitations) without prejudice to its rights
to continue to represent Investor or any Affiliates of Investor in such dispute,
and on other matters.

<PAGE>


Alternatively,  the  AP Firm may withdraw from its representation of all parties
in  connection  with  matters  pertaining  to  such  dispute.  The AP Firm is an
express, intended third party beneficiary of this Section 13.18(a).

            (b)  The parties hereto acknowledge that the law firm of Tenenbaum &
Saas, P.C. (the "TS Firm") has represented, presently represents, and may in the
future  represent  MRP/Administrative  Member,  the  MRP  Principals,  and their
various  Affiliates  in  their  separate  capacities. Inasmuch as the TS Firm is
presently  representing  the  Company  in connection with its formation, and its
acquisition   of  the  Property  from  Investor  pursuant  to  the  Contribution
Agreement,  as  well  as  the  interests  of  MRP,  the MRP Principals and their
Affiliates  in  connection  with the formation of the Company, and may represent
the  Company  and  Members  and  their  Affiliates  in  connection  other future
transactions  contemplated  herein,  potential  conflicts  of  interests  may be
created  by  the  TS  Firm's representation of the MRP and the Company and their
respective Affiliates. In addition, one of the principals of the TS Firm is also
an MRP Principal, and will therefore hold an indirect interest in the Company at
the  time  of  its  formation  or thereafter. Although there are no conflicts or
disputes  presently  existing  between  the  Company  and  such  Members (in any
capacity  held  hereunder),  or  among  the  Members  themselves,  there  is the
potential  that  such  conflicts  may  arise  in  the  future.  By  signing this
Agreement,   the   parties   acknowledge  that  these  potential  conflicts  and
relationships  have  been disclosed, and that they have had ample opportunity to
discuss  these  conflicts  with  the  TS  Firm  and with separate legal counsel.
Investor  and  its Affiliates have been represented by separate legal counsel in
connection  with the drafting and negotiation of this Agreement. Subject to (and
except  as  provided in) the terms set forth below, the parties hereto waive any
rights  they may have now or in the future to protest or object to the TS Firm's
representation  of the Company, MRP, any MRP Principal, and/or any Affiliates of
the foregoing, and agree that in the event of a conflict between the Members, or
between  the  Company  and any of its Members, in whatever capacity, the TS Firm
shall  be  permitted  to  represent MRP (or its successors in interest), the MRP
Principals  and  the  MRP Affiliates (other than the Company) in connection with
any  such  conflict. In the event any court of competent jurisdiction determines
that  the  TS  Firm's  representation  of  the Company, MRP, the MRP Principals,
and/or  any Affiliate of any of the foregoing, results in a conflict of interest
that  may  not be waived or that is not within the scope of the waiver set forth
in  this  Section  13.18(b),  or factual circumstances arise in the future which
require the TS Firm to re-evaluate the conflict waiver set forth in this Section
13.18(b),  to  discontinue  its  representation  of  the  Company,  MRP, any MRP
Principal,  and/or any Affiliate of any of the foregoing, or to otherwise modify
the  terms  and  limitations  applicable  to  such  representation,  the TS Firm
reserves  the  right  to seek additional conflict waivers, to withdraw from such
representation, or to propose additional terms and limitations (or modifications
to  existing  terms and limitations) without prejudice to its rights to continue
to  represent MRP, the MRP Principals, or any Affiliates of MRP in such dispute,
and  on  other  matters.  Alternatively,  the  TS  Firm  may  withdraw  from its
representation  of  all  parties  in  connection with matters pertaining to such
dispute.  The  TS  Firm  is an express, intended third party beneficiary of this
Section 13.18(b).

<PAGE>
                          [signature page follows]

<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed this Operating
Agreement as of the Effective Date.

                                   INVESTOR:

                                    FRP RIVERFRONT I LLC,
                                    a Delaware limited liability company

                                    By: Florida Rock Properties, Inc.,
                                        a Florida corporation, its sole
                                        member

                                    By: /s/ David H. deVilliers, Jr.
                                        ------------------------------------
                                    Name:   David H. deVilliers, Jr.
                                    Its:    President




                    [signatures continue on the next page]


PAGE>


                                      MRP:

                                    MRP SE WATERFRONT RESIDENTIAL LLC,
                                    a District of Columbia limited liability
                                    company

                                    By: MIDATLANTIC REALTY PARTNERS, LLC,
                                        its Managing Member


                                    By: /s/ Frederick Rothmeijer
                                        ------------------------------------
                                    Name:   Frederick Rothmeijer
                                    Its:    Authorized Person


                              [end of signatures]


<PAGE>


                         List of Exhibits and Schedules

Exhibits:

A:                      Mediation Procedures

B:                      Arbitration Procedures

C:                      Valuation Procedures

D:                      Preliminary Development Budget

E:                      Preliminary Development Schedule

F:                      Guaranty Cost Sharing Agreement

G:                      Title Commitment

Schedules

1.1-A:                  Description of Investor Property

1.1-B:                  Description of Land

3.2(s):                 Certain Matters

3.4:                    Representatives


<PAGE>


                                   EXHIBIT A

                              Mediation Procedures

      In  the event of any dispute under the circumstances described in Sections
3.3(c),  any  party  may  commence  mediation  by providing to the other party a
written  request for mediation, setting forth the subject of the dispute and the
relief  requested  to the other party via facsimile, e-mail or other physical or
electronic  means  ("Mediation Election Notice"). The parties hereby agree that,
except  as  expressly  set  forth  herein,  no  arbitration or court action with
respect to any dispute may be commenced until the dispute has been submitted for
mediation.

      1.  For purposes of this Exhibit A, the term "Party" means either Investor
or MRP.

      2. The dispute(s) which shall be listed in such Mediation Election Notice,
are,  collectively,  the  "Disputed  Items."  Within  fifteen (15) calendar days
following  the  Mediation  Election Notice, the Parties will attempt to agree in
good  faith  on a single mediator, which must be an Approved Mediator. "Approved
Mediator"  means an individual who is not an Affiliate of any Member, and who is
not  and  has  never  been  an employee of any Member or Affiliate, and who is a
retired judge or is otherwise knowledgeable in the Disputed Items, as determined
by  the Parties. If the Parties cannot agree on an Approved Mediator within such
fifteen  (15)  calendar  day  period,  then either Party may elect to submit the
resolution  of  the Disputed Items to binding arbitration pursuant to Exhibit B.
The  foregoing  fifteen (15) day period shall be reduced to five (5) days in the
case of a dispute regarding an Expedited Major Decision.

      3.  If  the  Parties agree on a single Approved Mediator, then the Parties
and  the  Approved  Mediator shall meet at a mutually acceptable location in the
greater  Washington,  D.C.  area  to conduct the mediation of the Disputed Items
(the "Mediation"). The Mediation shall occur on a single Business Day, and shall
begin no later than 9 a.m. and conclude no earlier than 2 p.m.

      4.  Notwithstanding  the  foregoing, the Parties may at any time by mutual
written  agreement  discontinue  mediation proceedings and themselves agree upon
the Disputed Items.

      5.  The  Parties covenant that they will participate in the Mediation, and
that  they  will  share  equally in its costs. All offers, promises, conduct and
statements,  whether oral or written, made in the course of the Mediation by any
of  the  parties,  their  agents,  employees,  experts and attorneys, and by the
mediator   are  confidential,  privileged  and  inadmissible  for  any  purpose,
including  impeachment,  in  any  arbitration,  litigation  or  other proceeding
involving  the  Parties,  provided that evidence that is otherwise admissible or
discoverable  shall not be rendered inadmissible or non-discoverable as a result
of its use in the Mediation. Either Party may seek equitable relief prior to the
Mediation  to  preserve  the  status quo or prevent irreparable harm pending the
completion  of  that  process.  Except  for  such  an action to obtain equitable
relief,  neither  Party may commence an arbitration or court action with respect
to  the matters submitted to mediation until after the completion of the initial
Mediation  session,  and  thereafter,  either  Party shall be free to submit the
matter to binding arbitration pursuant to Exhibit B.

<PAGE>


                                    EXHIBIT B
                             Arbitration Procedures

      In  the  event that the Members cannot agree on any Major Decision that is
expressly  subject  to  binding  arbitration  pursuant  to Section 3.4(c) of the
Agreement,  or  in  the  event  of  any  dispute  pursuant  to  Article 4 of the
Agreement,  then  either  Member  may  submit  such  dispute  to  arbitration in
accordance with this Exhibit B.

      1.  For purposes of this Exhibit B, the term "Party" means either Investor
or MRP.

      2.  Under  the  circumstances  described  in  Section 3.4(c) or Article 4,
either  Party  may give written notice (an "Arbitration Election Notice") to the
other  that  it is submitting a dispute to arbitration under this Exhibit B. The
Major Decision(s) or other matter then in dispute, which shall be listed in such
Arbitration  Election  Notice,  are,  collectively,  the  "Disputed  Items." The
Arbitration  Election  Notice  shall  name  one  (1) arbitrator selected by such
Party,  which  must  be  an  Approved Arbitrator. "Approved Arbitrator" means an
individual  who  is not an Affiliate of any Member, and who is not and has never
been  an  employee of any Member or Affiliate, and who (1) if the Disputed Items
relate  to Budget or accounting matters, has at least ten (10) years' experience
as  a  certified public accountant auditing real estate development companies or
institutional  investors  in  respect  of  their  real estate investments in the
United  States;  (2)  if the Disputed Items relate to a proposed debt financing,
has at least

ten (10) years' experience as an arranger of debt financing for Class A
commercial real estate in the United States; (3) if the Disputed Item
relates to an architectural issue, has at least ten (10) years' experience
as a licensed architect of Class A commercial real estate in the United
States,  (4)  if the Disputed Item relates to an engineering issue, has at least
ten  (10)  years'  experience  as  a  civil engineer for Class A commercial real
estate  developments in the United States, (5) if the Disputed Item relates to a
different  type of engineering issue, has at least ten (10) years' experience as
an  engineer  in  the  specific  engineering  subspecialty  involved, (6) if the
Disputed Item relates to some other technical issue or concern, has at least ten
(10)   years'   experience   in   performing   professional  services  involving
substantially identical technical knowledge and experience in the United States,
or (7) for all other Disputed Items, is a retired judge.

      3.  Within  fifteen  (15)  Calendar  Days  after  either Party delivers an
Arbitration  Election  Notice,  the other Party shall give written notice to the
first  Party  either (i) approving the arbitrator selected by the first Party to
act  as  sole  arbitrator  or  (ii)  naming a second arbitrator, who shall be an
Approved Arbitrator. If the second Party fails timely to deliver such notice, it
shall  be  deemed to have approved the arbitrator selected by the first Party to
act  as  sole  arbitrator. If the second Party timely names a second arbitrator,
the  two  named arbitrators shall select a third arbitrator (who must also be an
Approved  Arbitrator). In the event the two arbitrators fail to appoint or agree
upon  the  third  arbitrator  within fifteen (15) Calendar Days after the second
Party's  notice  naming  the  second  arbitrator,  either  Party may request the
director  of  the  Washington,  D.C. regional office of the American Arbitration
Association  (or  any  successor  organization,  or if no successor organization
exists,  then  to an organization composed of persons of similar qualifications)
to do so within five (5) Business Days of such request. In

<PAGE>


the event of the inability or failure of any arbitrator to act, a
replacement arbitrator shall be selected in the same manner as set forth
above.  The foregoing fifteen (15) day periods shall be reduced to five (5)
days in the case of a dispute regarding an Expedited Major Decision.

      4.  Within  five (5) Business Days of the determination of the identity of
the  three  (3)  arbitrators  or  the determination to utilize a sole arbitrator
pursuant  to  Paragraph  3 above, the Parties and the arbitrator(s) shall hold a
hearing  at  a mutually acceptable location in the greater Washington, D.C. area
at  which  hearing  (the "Hearing") each Party shall simultaneously provide each
other  (and  each  of the arbitrators) with sealed envelopes in which each Party
shall  have  set  forth  its  proposed resolution of the Disputed Items (neither
Party being bound by any previous offers or discussions regarding the resolution
of  the Disputed Items). Until the Hearing has been completed, the Hearing shall
occur  on  consecutive  Business  Days without a break, and shall begin no later
than  9  a.m.  and conclude no earlier than 5 p.m. on each day (unless otherwise
determined by the arbitrator(s)).

      5.  Prior  to  the  Hearing,  either  Party  may  present whatever written
evidence  it  deems  appropriate (with copies of any such written evidence being
sent  to the other Party). At the Hearing, the Parties may each submit evidence,
be  heard, and cross-examine witnesses, and each of the Parties will furnish the
arbitrator(s) with such information as the arbitrator(s) may reasonably request.
The  Hearing  shall  be  conducted  such  that  each Party shall have reasonably
adequate  time to present oral evidence or argument and cross-examine witnesses.
The sole task of the arbitrator(s) shall be to determine whether the position of
the  Investor  or  Development Manager Member with respect to the Major Decision
constituting  the  Disputed  Item  is  in  the  best  interests  of the Company;
provided,  however,  with  respect  to  any  Disputed Item involving a Financing
Decision,  the  sole task of the arbitrator(s) shall be to determine whether the
position of Investor is commercially reasonable (and if Investor's position with
respect  to  such  Financing  Decision  is  commercially  reasonable,  then  the
arbitrator(s)  shall  hold  in  favor  of  Investor). No other resolution of any
Disputed  Item may be determined by the arbitrator(s), and the arbitrator(s) may
not  choose  any partial resolution of some of the Disputed Items submitted by a
Party  unless  the  arbitrator(s)  choose  the entire resolution of all Disputed
Items submitted by such Party.

      6. Both Parties shall request that the decision of the arbitrator(s) shall
be  given  within a period of ten (10) Business Days after the Hearing and shall
be  accompanied  by  a  reasonably  detailed  explanation  of  each arbitrator's
rationale  for  its  decision. A decision on resolution of the Disputed Items in
which  a  majority  of  the arbitrators concur shall in all cases be binding and
conclusive upon the Parties. The fees and expenses of the arbitrator(s) and this
arbitration process shall be borne by the Party whose proposed resolution of the
Disputed  Items  was  not  selected by the arbitrator(s). The foregoing ten (10)
Business  Day period shall be reduced to five (5) Business Days in the case of a
dispute regarding an Expedited Major Decision.

      7.  If  the  decision of the arbitrator(s) is held by a court of competent
jurisdiction  to  be  unenforceable  for  any  reason  (Investor  and MRP hereby
affirmatively stating it is their intent and agreement that the concurrence of a
majority of the arbitrators rendered in accordance herewith

<PAGE>


to the Disputed Items will be legally enforceable as to them), then the
resolution of the Disputed Items shall be subject to litigation in any
court of competent jurisdiction with the final determination being made in
accordance with a court judgment, no longer subject to appeal, of a court
of competent jurisdiction.

      8.  Notwithstanding  the  foregoing, the Parties may at any time by mutual
written  agreement discontinue arbitration proceedings and themselves agree upon
the Disputed Items.

<PAGE>


                                    EXHIBIT C
                              Valuation Procedures

      In the event that either Member desires to invoke the valuation procedures
set  forth  in  Exhibit C pursuant to Section 4.12(a) or Section 10.8(c)(3), the
following shall apply:

      1.  The  Member  invoking the procedures set forth in Exhibit C ("Invoking
Member")  shall  deliver written notice ("Appraisal Notice") to the other Member
("Other  Member")  which  (i)  states  that  the Invoking Member is invoking the
procedures set forth in this Exhibit C and (ii) identifies a Qualified Appraiser
("First  Appraiser").  The  date of the Appraisal Notice shall be the "Appraisal
Commencement Date".

      2. Within fifteen (15) days following the Appraisal Commencement Date, the
Other  Member  shall  deliver  written  notice  to  the  Invoking  Member  which
identifies a second Qualified Appraiser ("Second Appraiser").

      3.   During  the  forty-five  (45)  day  period  following  the  Appraisal
Commencement   Date,   the  First  Appraiser  and  the  Second  Appraiser  shall
independently  determine the fair market value of the Property (as if fee simple
title had been transferred to the Company pursuant to Section 7.6). Prior to the
date  that  is  forty-five  (45) days after the Appraisal Commencement Date, the
First  Appraiser  and  the  Second Appraiser shall each deliver to the Members a
written report of its determination of the fair market value of the Property.

      4.  If  the  greater of the fair market values as determined by either the
First  Appraiser  or  the  Second Appraiser is equal to or less than 105% of the
lesser  of  the  fair  market values as determined by the First Appraiser or the
Second  Appraiser,  then the fair market value shall be the average of such fair
market  values. If the greater of the fair market values as determined by either
the  First  Appraiser or the Second Appraiser is greater than 105% of the lesser
of  the  fair  market  values as determined by the First Appraiser or the Second
Appraiser,  then  the  First  Appraiser and the Second Appraiser shall appoint a
third Qualified Appraiser ("Third Appraiser") pursuant to paragraph 5 below.

      5.  With  five  (5)  days  after delivery of the reports of both the First
Appraiser  and Second Appraiser pursuant to paragraph 4, the First Appraiser and
Second  Appraiser shall meet to appoint the Third Appraiser. First Appraiser and
Second  Appraiser  shall  each  bring  to such meeting a list of three Qualified
Appraisers  that it proposes. At such meeting, such lists shall be exchanged and
any  Qualified  Appraiser that is on both lists shall be the Third Appraiser. If
no  Qualified  Appraiser  is  on  both  lists,  then  First Appraiser and Second
Appraiser  may  each  select a Qualified Appraiser from the other's list, and if
either  First  Appraiser  or Second Appraiser does so the Qualified Appraiser so
selected  shall be the Third Appraiser. If a Third Appraiser is not so selected,
First  Appraiser  and Second Appraiser shall each provide a supplemental list of
three  Qualified  Appraisers  (which  may  include  Qualified  Appraisers on the
other's  prior  list). Any Qualified Appraiser that is on both any list provided
by  the  First  Appraiser and any list provided by the Second Appraiser shall be
the Third Appraiser. If no Qualified Appraiser is on both lists,

<PAGE>


then First Appraiser and Second Appraiser may each select a Qualified
Appraiser  from  the  other's  lists,  and  if  either First Appraiser or Second
Appraiser  does  so  the  Qualified  Appraiser  so  selected  shall be the Third
Appraiser.  Such process shall continue until the Third Appraiser is identified.
If more than one Qualified Appraiser is identified pursuant to this process, the
Third   Appraiser  shall  be  determined  by  coin  toss  among  such  Qualified
Appraisers.

      6.  The  Third  Appraiser  shall be provided with a copy of the reports of
fair  market value prepared by the First Appraiser and the Second Appraiser, and
copies  of  all  materials  upon which such reports are based. During the thirty
(30)   day   period   following  its  appointment,  the  Third  Appraiser  shall
independently undertake such review of the reports of fair market value prepared
by  the First Appraiser and the Second Appraiser, and shall conduct such further
investigation  and  analysis,  as  it  deems necessary or appropriate, and shall
determine  whether the fair market value as determined by the First Appraiser or
the  Second Appraiser is closer to the actual fair market value of the Property.
Whichever  of such fair market values is determined by the Third Appraiser to be
closer  to the actual fair market value of the Property shall be the final gross
fair  market  value  of  the Property for purposes of Section 4.12(a) or Section
10.8(c)(3).

      7.  A  "Qualified  Appraiser" shall be an appraiser who (i) is a member of
the Master Appraiser Institute and is licensed in the District of Columbia, (ii)
has  not  less  than  ten  (10)  years' experience in appraising commercial real
estate  projects, (iii) is currently practicing in the District of Columbia, and
(iv)  is  not, and during the preceding five (5) years has not been, an employee
of either the Invoking Member, the Other Member or any of their affiliates.

      8. Each Member shall pay all costs and expenses of the Qualified Appraiser
appointed  by  it,  and  shall split equally all costs and expenses of the Third
Appraiser.

<PAGE>


                                    EXHIBIT D
                          Preliminary Development Budget

                                  [See attached]


<PAGE>

<TABLE>
Florida Rock Phase 1 Development and Construction Budget Jun-13
<CAPTION>
                                                        321             240,443
Cost Category           %               Amount          per Unit        per RSF
-------------           -               ------          --------        --------
<S>                     <C>             <C>             <C>             <C>
Acquisition Costs
Purchase Price          13.7%           $13,486,500     $42,014         $56.09
Transaction Costs       0.6%            $575,421        $1,793          $2.39
--------------------------------------------------------------------------------

Total Acq Costs         14.3%           $14,061,921     $43,807         $58.48

Hard Costs
Building Costs          61.2%           $60,330,092     $187,944        $250.91
Builders Risk           0.4%            $372,781        $1,161          $1.55
FF&E and Owner Items    0.7%            $650,000        $2,025          $2.70
Contingency -
 Hard Cost Escalation   1.3%            $1,242,602      $3,871          $5.17
Owner Hard
 Cost Contingency       3.1%            $3,106,505      $9,678          $12.92
--------------------------------------------------------------------------------

Total Hard Costs        66.6%           $65,701,980     $204,679        $273.25

Soft Costs
Total A % E             3.8%            $3,707,095      $11,549         $15.42
Retail Leasing          2.5%            $2,488,151      $7,751          $10.35
Total Fees Bonds
 Permits                0.8%            $762,627        $2,376          $3.17
Utilities               0.7%            $731,776        $2,280          $3.04
Inspections
 and Testing            0.5%            $494,505        $1,541          $2.06
Marketing               0.7%            $725,000        $2,259          $3.02
Expenses During
 Construction           1.0%            $986,887        $3,074          $4.10
Development Fee         2.9%            $2,874,487      $8,955          $11.95
Construction Loan Fee   0.6%            $639,668        $1,993          $2.66
Mortage Recordation     0.9%            $927,519        $2,889          $3.86
Title Policy            0.1%            $82,399         $257            $0.34
Financing/Legal/
 Lender Expenses        0.2%            $225,000        $701            $0.94
Debt Placement Fee      0.5%            $479,751        $1,495          $2.00
--------------------------------------------------------------------------------

Soft Cost Contingency  15.3%            $15,124,865     $47,118         $62.90

Interest
Capitalized Interest/
 Operating Losses       3.8%            $3,763,375      $11,724         $15.65
--------------------------------------------------------------------------------

Total Interest          3.8%            $3,763,375      $11,724         $15.65

Total Development Costs 100.0%          $98,652,141     $307,328        $410.29
================================================================================


</TABLE>

<PAGE>


                                    EXHIBIT E
                         Preliminary Development Schedule

                                  [See attached]


<PAGE>


                                    EXHIBIT F
                       Form of Guaranty Cost Sharing Agreement

                           GUARANTY COST SHARING AGREEMENT
                                  (Riverfront)

      THIS  GUARANTY  COST  SHARING  AGREEMENT  (this  "Agreement"), dated as of
__________  ___,  201__, is made by and among [MRP MEMBER] ("MRP"), [FRP MEMBER]
("FRP"),  [MRP  GUARANTORS]  ("Guarantors"),  and  RIVERFRONT  I LLC, a Delaware
limited  liability company ("Borrower"). MRP and FRP are sometimes each referred
to herein as a "Member" and collectively as the "Members").

                               R E C I T A L S :

      WHEREAS,  MRP and FRP are the sole members of Riverfront I LLC, a Delaware
limited   liability  company  ("Borrower"),  parties  to  that  certain  Limited
Liability  Company  Agreement  of  Borrower effective as of ________, 201__ (the
"Borrower LLC Agreement"), and owners of an Interest (as that term is defined in
the Borrower LLC Agreement) in Borrower;

      WHEREAS,  in  connection  with  a  loan (the "Loan") made pursuant to that
certain  Loan  Agreement  (the  "Loan  Agreement")  dated ________, 201_ between
____________  ("Lender")  and Borrower, Guarantors have each executed, delivered
and  become  liable under (i) that certain Guaranty Agreement, of even date with
the  Loan  Agreement,  a  copy  of  which has been delivered to MRP and FRP (the
"Guaranty")  in  favor  of  the  Lender,  and  (ii)  that  certain Environmental
Indemnity  Agreement,  of even date with the Loan Agreement, a copy of which has
been  delivered  to  MRP and FRP (the "Environmental Indemnity") in favor of the
Lender;

      WHEREAS,  pursuant to the Guaranty and Environmental Indemnity, Guarantors
are  (or  may  be) obligated to make certain specified guaranty and/or indemnity
payments to Lender, and to perform certain guarantied or indemnified obligations
thereunder,  as  provided  for  under  the terms and conditions set forth in the
Guaranty and Environmental Indemnity; and

      WHEREAS,  Guarantors  are  willing to execute and deliver the Guaranty and
Environmental Indemnity to Lender only if MRP and FRP agree to the contribution,
indemnification and/or guaranty cost-sharing provisions set forth herein.

                             W I T N E S S E T H :

      NOW,  THEREFORE, in consideration of the foregoing Recitals (each of which
is  incorporated  herein  as  a  substantive part of this Agreement), the mutual
covenants  contained  herein,  and  other  good  and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned parties
hereby agree as follows:

      SECTION 1. Sharing of Guaranty Payments

<PAGE>


           (a)  MRP  and  FRP  each hereby agree that, subject to, and except as
provided  in Section l(b), any and all Guaranteed Obligations (as defined below)
that  become due and payable under the Guaranty, and any and all Indemnification
Obligations   (as   defined  below)  that  become  due  and  payable  under  the
Environmental  Indemnity  (the  foregoing, each, a "Liability" and collectively,
the "Liabilities") shall be allocated to and shared by the Members in accordance
with  their  respective "Percentage Interests" in the Company as of the date the
Liability becomes due and payable by Guarantors. The Percentage Interest of each
Member  shall  constitute  such  Member's  "Share"  of the applicable Liability,
except as hereafter provided. For purposes of this Agreement, the term "Guaranty
Obligations"  shall  mean and refer to all amounts, including without limitation
losses,  liabilities,  damages,  expenses,  claims  or  other  sums,  for  which
Guarantors become liable pursuant to the Guaranty, and the term "Indemnification
Obligations"  shall  mean and refer to all amounts, including without limitation
losses,  liabilities,  damages,  expenses,  claims  or  other  sums,  for  which
Guarantors  become  liable  in  his  capacity  as  a  party to the Environmental
Indemnity.   Unless  otherwise  agreed  by  the  Members  in  writing,  Guaranty
Obligations  and  Indemnification  Obligations  shall  exclude  (i)  legal  fees
incurred  by Guarantors in connection with the Guaranty and/or the Environmental
Indemnity  and any claim thereunder, and (ii) any legal fees or collection costs
incurred  by  Lender  in  pursuing  its  remedies  against  Guarantors under the
Guaranty and/or the Environmental Indemnity.

           (b)  Notwithstanding the terms of Section l(a) or any other provision
herein to the contrary, each Member (as such, a "Responsible Member", which term
will  be deemed to include and encompass actions taken by such Member and/or any
persons   or  entities  affiliated  with  such  Member)  shall  each  be  solely
responsible  for,  and  shall  indemnify and hold harmless the other Member (the
"Non-Responsible  Member") harmless from and against (and Non-Responsible Member
shall  have  no  liability or obligation to pay its respective Share of) any and
all Liabilities to the extent such Liabilities arise out of or result from:

               (1)  fraud, willful misconduct or gross negligence on the part of
the Responsible Member, whether occurring directly or through Borrower,

               (2)  any  bad  faith  action  by such Responsible Member, whether
occurring directly or through Borrower,

               (3)  any  affirmative  or  intentional action by such Responsible
Member  which gives rise to Liabilities, provided that this clause (3) shall not
apply  in  the  case  of any affirmative or intentional action taken by a Member
which, at the time such affirmative or intentional action was taken:

                     (A)  was  (i)  undertaken in good faith by such Member, and
(ii)  reasonably  believed  by  such  Member  to be (1) in the best interests of
Borrower  (and not primarily in such Member's self-interest), and (2) within the
scope  of authority expressly granted or reserved to such Member under the terms
of the Borrower LLC Agreement, or

                     (B) was approved in writing by the other Members.

<PAGE>


               (4)  any  action  by  a  Responsible  Member  (whether  occurring
directly  or through Borrower) which, under the terms of Section ___ of the Loan
Agreement,  results  in  the  Indebtedness  (as  defined  in the Loan Agreement)
becoming fully recourse to Borrower, including without limitation all of actions
described  in  clauses  (__) - (__) of the last grammatical paragraph of Section
___  of  the  Loan  Agreement  (unless expressly consented by the other Member),
and/or

               (5)  any  breach  of  the  terms of the Guaranty or Environmental
Indemnity  by  Guarantors, provided the foregoing shall be deemed to exclude any
failure  by  Guarantors  to  pay Liabilities for which they are liable under the
Guaranty and/or Environmental Indemnity to the extent the other Member failed to
satisfy  its  indemnification  and/or  contribution obligations to Guarantors in
relation  to such Liabilities (as otherwise provided for under the terms of this
Agreement).

The  foregoing  notwithstanding,  if  both  Members are Responsible Members with
respect  to  any  Liabilities arising under this Section 1(b) by virtue of their
conduct  or  actions  with regard to the matter giving rise to such Liabilities,
then  such  Liabilities  shall  be  allocated between the Responsible Members in
proportion to their Percentage Interests.

           (c)  (i)  If  Guarantors, or any of them, make a payment to Lender on
account of any Liability governed by Section 1(a), FRP shall nevertheless remain
responsible  for  its  Share of the amount so paid; and if the amount so paid by
Guarantors  exceeds  MRP's  Share  of  the  applicable Liability, then FRP shall
reimburse  MRP,  together  with  interest  to the extent provided for in Section
1(f),  within  five  (5) Business Days following written demand by MRP or any of
the  Guarantors  for  the  portion  of  such  excess  payments  for which FRP is
responsible under Section 1(a).

                (ii)  If Guarantors, or any of them, make a payment to Lender on
account  of any Liability governed by Section 1(b), with respect to which FRP is
a  Responsible  Member (either in whole or in part), then FRP shall nevertheless
remain  responsible  the  amount  so  paid  (or  its  relative share thereof, as
determined  in  accordance  with  the  terms of Section 1(b)) and shall pay such
amount(s)  to  MRP  or  the  applicable  Guarantor(s) within five (5) days after
written  demand from MRP or any of the Guarantors, together with interest as and
to  the  extent  provided  for in Section 1(f); and if the amount so paid by the
Guarantors  to  Lender  exceeded  MRP's  (or such Guarantors) share (relative to
FRP's  share)  of  the applicable Liability, then FRP shall reimburse MRP or the
applicable  Guarantor(s)  within five (5) Business Days following written demand
from  MRP  or any of the Guarantors (together with interest as and to the extent
provided  for  in  Section  1(f)),  for  FRP's relative share of any such excess
payments all as determined in accordance with the last sentence of Section 1(b).

               (iii)  All  amounts  that  are  due  and payable from a Member or
Responsible  Member  to  Guarantors  or  the  Company under any of the foregoing
provisions  shall  be paid (together with interest as and to the extent provided
for  in Section 1(f)) within five (5) Business Days after written demand to such
Member or Responsible Member by Guarantors or

<PAGE>

any other Member entitled to contribution or indemnity hereunder.

           (d)  Each  of  the  Members  hereby  acknowledges  and  agrees  that,
notwithstanding  anything to the contrary in the Borrower LLC Agreement, any and
all  payments  made by the Members pursuant to the terms of Section 1(a) of this
Agreement  (but  not  pursuant  to  Section  1(b)  of  this  Agreement) shall be
considered  voluntary  additional  Capital  Contributions  made  by  them to the
Borrower  pursuant  to  the terms of the Borrower LP Agreement, provided however
that, notwithstanding anything to the contrary in the Borrower LP Agreement, any
such  voluntary  additional  Capital  Contributions shall be repaid prior to any
other  distributions  being  made under Article 8 of the Borrower LLC Agreement.
Without  limiting  the  generality  of  the  foregoing, if (i) any MRP Guarantor
incurs any Liabilities under a Guaranty; (ii) such Liabilities are not ones with
respect  to  which MRP is the sole Responsible Member; (iii) MRP or at least one
of the applicable MRP Guarantors advises the Company and Investor promptly after
the  occurrence  thereof,  of  the facts, circumstances or events giving rise to
such  Liabilities  (in  order  to maximize whatever opportunity that the Company
has,  if  any,  to take action to reduce, eliminate or satisfy such liability or
obligation  directly;  and  (iv) any such MRP Guarantor(s) pay such Liabilities,
then Company shall reimburse such MRP Guarantor(s) for the entire amount of such
payment  within  thirty (30) days after notice from the MRP Guarantor certifying
compliance with each of the above requirements and requesting reimbursement from
the  Company therefor (unless FRP shall, during such time period, provide notice
to  the  applicable MRP Guarantor that it disputes one or more of the statements
contained  in  the  request,  in which event the thirty (30) day period shall be
tolled  until  such dispute is resolved). In the event that the Company fails to
timely  reimburse  the MRP Guarantor as aforesaid, such MRP Guarantor may demand
contribution  or  indemnification,  as  applicable,  from  FRP  pursuant  to the
applicable  provisions  of this Agreement. If FRP fails to contribute the amount
required  under  this  Agreement  to  pay  or  reimburse  one or more of the MRP
Guarantors  for  Liabilities  paid  by  them  to the Lender as described in this
subsection,  (A)  such payment by the MRP Guarantor shall be deemed to have been
advanced  by MRP to the Company as an Additional Capital Contribution under (and
as  defined  in)  Section  6.2  of  the Borrower LLC Agreement; (B) MRP shall be
deemed  to  be  a  Funding  Member  under (and as defined in) Section 6.3 of the
Borrower  LLC Agreement; (C) Investor shall be deemed to be a Non-Funding Member
under (and as defined in) Section 6.3 of the Borrower LLC Agreement; and (D) MRP
shall  have  the right to select one (1) of the remedies noted in Section 6.3(b)
by notice delivered to the FRP.

           (e)  Each  of the Members hereby acknowledges and agrees that any and
all payments made by Guarantors or the Responsible Members by application of the
terms  of  Section  1(b)  of  this  Agreement shall not be considered additional
Capital Contributions made by them to the Borrower, and shall not be credited to
any  such  Responsible  Member's  Capital Account or included in determining any
Responsible  Member's  unreturned Capital Contributions (but any advance made by
Guarantors  or  a Non-Responsible Member, on behalf of a Responsible Member, for
Liabilities  of  the  type  described  in  this Section 1(b) shall be treated as
"Priority  Loan"  from  such  Member  (or, if paid by Guarantors, by MRP) to the
Company, as defined in (and pursuant to) the Borrower LLC Agreement.

           (f)  All  payments to be made by any party to another party hereunder
shall be

<PAGE>


made in lawful currency of the United States, by wire transfer to an account
or accounts designated in writing by the party entitled thereto.  If any
amount which is due and payable to Guarantors, Lender or any other Member
under this Agreement is not paid within five (5) Business Days after written
demand, then the unpaid amount shall bear interest from the earlier to occur
of (A) the date of such written demand, and (B) date any excess payments
were advanced by Guarantors or another applicable Member to Lender, until
the date such Member or Responsible Member, as applicable, has paid the full
amount due from him to Guarantors, Lender or such other Member (as
applicable).  Such interest shall accrue and be payable at the same annual
rate of interest that applies to a Priority Loan under the Borrower LLC
Agreement.

      SECTION  2.  No  Defenses  to  Performance. The obligations of the Members
under  this  Agreement  shall be performed strictly in accordance with the terms
contained  herein,  and  in  connection  with the performance of its obligations
under  this  Agreement, each Member agrees not to assert against Guarantors: (i)
any lack of validity or enforceability of the Guaranty, or (ii) the existence of
any  claim,  set-off, defense or other rights that Guarantors or the Company may
have  at  any  time against Lender or its successors and assigns as a defense or
excuse  to  such  other  Member's  performance  of  its  obligations  under this
Agreement,  unless (and only for so long as) Guarantors successfully assert such
rights against Lender.

      SECTION  3. Representations and Warranties of Members. Each Member, solely
as  to  itself, hereby makes the following representations and warranties to and
for the benefit of the other Member:

           (a) The execution, delivery and performance of this Agreement by each
such  Member (i) is within such Member's powers and capacity, (ii) has been duly
authorized  by  all  necessary entity action, (iii) does not contravene any law,
rule,  regulation,  order,  writ, judgment, injunction, decree, determination or
award  or  any  indenture,  agreement,  lease,  instrument  or other contractual
restriction  binding on or affecting such Member, and (iv) does not result in or
require  the  creation  of  any  lien,  security  interest  or  other  charge or
encumbrance  upon or with respect to any of its properties. Except to the extent
already obtained by such Member, no authorization, approval, consent, agreement,
permit,  order  or  other  action  by and no notice to or filing or registration
with,  any  Governmental  Authority  or  regulatory body is required for the due
execution, delivery and performance of this Agreement by such Member.

           (b)  This  Agreement has been duly authorized, executed and delivered
and  constitutes  the  legal,  valid  and  binding  obligation  of  such Member,
enforceable  against  such  Member  in accordance with its terms, except as such
enforceability   may  be  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium  or similar laws affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

      SECTION  4.  Amendments,  Etc.  No amendment or waiver of any provision of
this  Agreement  nor  consent  to  any  departure by a party there from shall be
effective  unless  the  same shall by in writing and signed by each party or its
authorized  representative,  and  then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it

<PAGE>


was given.

      SECTION  5.  Addresses  For  Notices. All notices and other communications
proved for hereunder shall be in writing and sent by United States registered or
certified  mail  (postage prepaid, return receipt requested) or via a nationally
recognized  overnight courier service, addressed to the applicable Member at the
same  notice  address  as  is  provided  for  such Member under the terms of the
Borrower  LLC Agreement, or at such other address as shall be designated by such
party  in  a  written notice to the other party in accordance herewith. All such
notices and other communications shall be effective upon the earlier to occur of
actual  receipt  or refusal of delivery, if sent (a) by mail (as aforesaid), (b)
by overnight delivery with a nationally recognized overnight courier service, or
(c) by local hand delivery.

      SECTION   6.   Continuing  Obligation.  This  Agreement  is  a  continuing
obligation  and  shall  (a)  be  binding upon the Members, and each of them, and
their  respective  permitted heirs, successors, transferees and assigns, and (b)
inure  to the benefit of and be enforceable by Guarantors, and each of them, and
each   of  the  other  Members,  as  applicable,  and  their  respective  heirs,
successors,  transferees  and  assigns.  No party hereto shall assign all or any
part  of  this Agreement without the prior written consent of the other parties;
provided  however,  each Member may assign this Agreement in connection with any
assignment  or  transfer of such Member's Interest that is permitted by right or
duly approved in accordance with the terms of the Borrower LLC Agreement.

      SECTION  7.  Termination.  Notwithstanding  any  provision  herein  to the
contrary,  this  Agreement  shall terminate upon any repayment or defeasance, in
full, of the Loan.

      SECTION  8.  Governing  Law.  This  Agreement  shall  be  governed by, and
construed  and  interpreted  in  accordance  with,  the  laws of the District of
Columbia, without reference to conflict of laws principles.

      SECTION 9. Headings. Section heading in this Agreement are included herein
for  convenience  of  reference  only  and  shall  not constitute a part of this
Agreement for any other purpose.

      SECTION  10.  Further  Assurances.  Each  of the parties to this Agreement
shall do such further acts and things and execute and deliver to each other such
additional  assignments, agreements, powers and instruments as may be reasonably
necessary to carry into effect the intent and purposes of this Agreement.

      SECTION  11.  Survival  of Representations and Warranties. All agreements,
representations  and  warranties  made  in  this  Agreement  shall  survive  the
execution  and  delivery  of this Agreement until any and all sums payable under
this Agreement have been indefeasibly paid in full.

      SECTION  12.  Severability of Provisions. Any provisions of this Agreement
that  is  prohibited  or  unenforceable  in  any  jurisdiction shall, as to such
jurisdiction, be ineffective to the

<PAGE>


extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affection the validity or enforceability of
such provision in any other jurisdiction.

      SECTION  13.  Execution  in  Counterparts  and  Electronic  Delivery. This
Agreement may be executed in any number of counterparts and by different parties
hereto  on  separate  counterparts, each of which counterparts, when so executed
and  delivered, shall be deemed to be an original and all of which counterparts,
taken  together, shall constitute but one and the same Agreement. Delivery of an
executed  counterpart  of  this  Agreement by facsimile transmission, electronic
mail  or  other reliable electronic means shall be deemed to constitute good and
valid execution and delivery hereof for all purposes.

      SECTION  14.  Time.  Time is of the essence of this Agreement and each and
every provisions hereof in which time is an element.

      SECTION  15.  Attorneys'  Fees.  If  any  action  at  law  or in equity is
necessary  to  enforce or interpret the terms of this Agreement, and in addition
to  any  other  relief  to  which  the  prevailing  party  may  be entitled, the
prevailing  party(ies)  shall  be  entitled  to  recover from the non-prevailing
party(ies)  his  or  their  costs of litigation, including reasonable attorneys'
fees, costs and necessary disbursements.

      SECTION  16.  No Third Party Beneficiaries. This Agreement is made for the
exclusive  benefit  of  the  parties  hereto,  their  executors, administrators,
successors  and  assigns  herein  permitted  and  except  as otherwise expressly
provided, not for any third party as a third party beneficiary or otherwise. The
foregoing notwithstanding, Borrower shall be deemed a third party beneficiary of
this  Agreement,  with  full  power  and authority to make demands in accordance
herewith, and otherwise enforce the terms of this Agreement against any party in
breach of his obligations hereunder.

            [Text Ends - Signatures Commence on the Following Page]


<PAGE>


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

                                        --------------------------------
                                        [MRP GUARANTOR #1]



                                        --------------------------------
                                        [MRP GUARANTOR #2]



                                        --------------------------------
                                        [MRP GUARANTOR #3]



                                        --------------------------------
                                        [MRP GUARANTOR #4]



                                        [MRP SIGNATURE BLOCK]



                                        [FRP SIGNATURE BLOCK]


<PAGE>


                                    EXHIBIT G
                            COPY OF TITLE COMMITMENT
                                       AND
                                PRO FORMA POLICY


<PAGE>

<TABLE>
RiverFront Phase 1 Preliminary Development Schedule
<CAPTION>
Task Name                       Duration            Start            Finish
<S>                             <C>              <C>               <C>
DESIGN AND ENGINEERING          222 days         Mon 6/3/13         Tue 4/8/14
 RESIDENTIAL DESIGN             246 days         Mon 6/3/13        Mon 5/12/14
  Release Design Consultants       1 day         Mon 6/3/13         Mon 6/3/13
  Complete Design Development   4.7 mons         Tue 6/4/13       Fri 10/11/13
  Issue Progress Set (50% CDs)     1 day       Mon 10/14/13       Mon 10/14/13
  Complete Permit
    Submission Set (75%)       3.25 mons       Tue 10/15/13        Mon 1/13/14
  Complete Updated
    Permit/Bid Set(95%)        2.75 mons        Tue 1/14/14        Mon 3/31/14
  Complete Construction
    Documents (100%)            1.5 mons         Tue 4/1/14        Mon 5/12/14

SITE PLAN AND ENTITLEMENTS      204 days         Tue 6/4/13        Fri 3/14/14
 RESIDENTIAL FINAL SITE PLAN    153 days       Mon 10/14/13        Wed 5/14/14
  Prepare 1st Submission
    DDOE, WASA, etc                 3wks       Mon 10/14/13        Fri 11/1/13
  Submit Final Site
    Plan DDOE, WASA, etc          3 days        Mon 11/4/13        Wed 11/6/13
  First City Comments            45 days        Thu 11/7/13         Wed 1/8/14
  Receive Final Site Plan
    Approval DDOE, WASA, etc      18 wks         Thu 1/9/14        Wed 5/14/14

BUILDING PERMITS                205 days         Mon 6/3/13        Fri 3/14/14
 RESIDENTIAL PERMITTING         179 days        Mon 12/3/12         Thu 8/8/13
  Submit Bldg Permit for
    Residential                   5 days        Tue 1/14/14        Man 1/20/14
  Receive Bldg Permit for
    Residential                  80 days        Tue 1/21/14        Mon 5/12/14

FINANCING                       100 days        Tue 1/14/14         Mon 6/2/14
 FINANCING                      100 days        Tue 1/14/14         Man 6/2/14
  Distribute Investment
    Package for Debt              5 days        Tue 1/14/14        Mon 1/20/14
  Select Lender                  30 days        Tue 1/21/14         Mon 3/3/14
  Negotiate Loan Documents       55 days         Tue 3/4/14        Mon 5/19/14
  Complete Loan Documents        10 days        Tue 5/20/14         Mon 6/2/14

CONSTRUCTION                    723 days         Mon 6/3/13         Wed 3/9/16
 CONSTRUCTION                    85 days         Thu 3/1/12        Wed 6/27/12
  Bid GMP 95% set                  5 wks         Tue 4/1/14         Mon 5/5/14
  Negotiate GMP                    2 wks         Tue 5/6/14        Mon 5/19/14
  NTP and Mobilize Vertical
    Construction                  5 days         Tue 6/3/14         Mon 6/9/14
  Deliver 1 st units            475 days        Tue 6/10/14         Mon 4/4/16
  Complete Construction         540 days        Tue 6/10/14         Mon 7/4/16
</TABLE>

<PAGE>

                                 SCHEDULE 1.1-A
                       Description of Investor Property

The Investor Property is made up of the two A&T Lots, Lot 814 (the Land) and Lot
813 as described below:

All  that  certain  lot or parcel of land together with all improvements thereon
located  and  being  in  the  City of Washington in the District of Columbia and
being more particularly described as follows:

Part  Lot numbered Fourteen (14) in Square numbered Seven Hundred Eight (708) in
the  subdivision  made by Florida Rock Properties, Inc., as per plat recorded in
the  Office  of  the Surveyor for the District of Columbia in Liber 203 at folio
152 and being set forth as follows:

Beginning  at  a point, said point being the north east corner of Square 708 and
being  on  the  south  line of Potomac Avenue, S.E., thence departing said south
line  of Potomac Avenue, S.E. with the east line of Square 708 South 140.67 feet
to  a  point;  thence  along  a curve to the left with a radius of 1888.86 feet,
length  of  456.01 feet and a delta angle of 13(degree)49'56" to a point; thence
N27(degree)32'20"W 330.01 feet to a point, said point being on the south line of
Potomac  Avenue, S.E.; thence N62(degree)27'40"E 470.99 feet with the south line
of  Potomac  Avenue, S.E. to the Point of Beginning and containing 92,187 square
feet by record, more or less.

As  the  date  hereof the described property is designated on the Records of the
Assessor  for  the  District of Columbia for assessment and taxation purposes as
Lot numbered Eight Hundred Fourteen (814) in Square numbered Seven Hundred Eight
(708).

AND

All  that  certain  lot or parcel of land together with all improvements thereon
located  and  being  in  the  City of Washington in the District of Columbia and
being more particularly described as follows:

Part  Lot numbered Fourteen (14) in Square numbered Seven Hundred Eight (708) in
the  subdivision  made by Florida Rock Properties, Inc., as per plat recorded in
the  Office  of  the Surveyor for the District of Columbia in Liber 203 at folio
152 and being set forth as follows:

Commencing  at a point, said point being the north east corner of Square 708 and
being  the  south line of Potomac Avenue, S.E., thence S62(o)27'40"W 470.99 feet
with  the north line of Square 708 and the south line of Potomac Avenue, S.E. to
the  Point  of the Beginning; thence departing the south line of Potomac Avenue,
S.E. S27(o)32'20"E 330.01 feet to a point; thence along a curve to the left with
a  radius  of 1888.86 feet, length of 45.77 fee and a delta angle of 01(o)23'19"
to  a point; thence S27(o)20'33"W 367.28 feet to a point; thence West 11.26 feet
to  a point; thence N27(o)20'33"E 95.70 feet to a point; thence West 106.45 feet
to  a  point;  thence  along  a curve to the right with a radius of 922.38 feet,
length  of  90.11 feet and a delta angle of 05(o)35'50" to a point; thence North
135.35 feet to a point; thence N18(o)59'50"W 92.16 feet to a point; thence North
15.43  feet to a point; thence West 55.74 feet to point; thence along a curve to
the  right  with  a radius of 822.38 feet, length of 126.26 and a delta angle of
08(o)47'49"  to  a  point, said point being on the south line of Potomac Avenue,
S.E.;  thence  N62(o)27'40"E  376.79 feet with the south line of Potomac Avenue,
S.E.  to  the  Point  of Beginning and containing 161,006 square feet by record,
more or less.

<PAGE>


                                  SCHEDULE 1.1-B
                               Description of Land

All  that  certain  lot or parcel of land together with all improvements thereon
located  and  being  in  the  City of Washington in the District of Columbia and
being more particularly described as follows:

Part  Lot numbered Fourteen (14) in Square numbered Seven Hundred Eight (708) in
the  subdivision  made by Florida Rock Properties, Inc., as per plat recorded in
the  Office  of  the Surveyor for the District of Columbia in Liber 203 at folio
152 and being set forth as follows:

Beginning  at  a point, said point being the north east corner of Square 708 and
being  on  the  south  line of Potomac Avenue, S.E., thence departing said south
line  of Potomac Avenue, S.E. with the east line of Square 708 South 140.67 feet
to  a  point;  thence  along  a curve to the left with a radius of 1888.86 feet,
length  of  456.01 feet and a delta angle of 13(degree)49'56" to a point; thence
N27(degree)32'20"W 330.01 feet to a point, said point being on the south line of
Potomac  Avenue, S.E.; thence N62(degree)27'40"E 470.99 feet with the south line
of  Potomac  Avenue, S.E. to the Point of Beginning and containing 92,187 square
feet by record, more or less.

As  the  date  hereof the described property is designated on the Records of the
Assessor  for  the  District of Columbia for assessment and taxation purposes as
Lot numbered Eight Hundred Fourteen (814) in Square numbered Seven Hundred Eight
(708).

<PAGE>


                                 SCHEDULE 3.2(s)
                                 Certain Matters

List of approved vendors (as of June 12, 2013):Owner/Developer
Contact: John Begert
MRP RESIDENTIAL
3050 K Street, NW, Suite 125
Washington, D.C. 20007
(202) 330-4968
John's Mobile #:
(703) 899-8299
jbegert@mrprealty.com

Architect
Contacts: Jon Wallenmeyer, Toygun Mar
SK+I ARCHITECTURE
7735 Old Georgetown Road,
Suite 1000
Bethesda, MD 20814
(301) 654-9300
Direct #:
Jon: (240) 479-7481
Toygun: (240) 479-7495
jwellenmeyer@skiarch.com
tmar@skiarch.com

Civil Engineer
Contacts:Dan Duke, Kate Rice
Bohler Engineering
22630 Davis Drive, Suite 200
Sterling, VA 20164
(703) 709-9500 dduke@bohlereng.com
krice@bohlereng.com

Landscape Architect
Contacts: Don Hoover, Liam Butt
OCULUS
2410 17th Street, NW
Suite 201
Washington, DC 20009
(202) 588-5454
donhoover@oculus.com
lbutt@oculus.com

Interior Design
MEP
Contacts: Chris McDaniels, Andrej Cerni (Mechanical), Kesewanch Tesfa
(Electrical)
Jordan & Skala Engineers
14500 Avion Parkway, Suite
110


<PAGE>


Chantilly, VA 20151
(703) 483-3730 x1501
(703) 483-3730 x1514
(703) 483-3730 x1508
cmcdaniels@jordanskala.com
acerni@jordanskala.com
ktesfa@jordanskala.com

Structural Engineer
Contact: Hakan Onel
SK&A
12505 Park Potomac Ave,
Suite 200
Potomac, MD 20854
(301) 881-1441 hakano@skaengineers.com
SCHEDULE 3.4
Representatives


MRP Representatives
Robert Murphy
Frederick Rothmeijer
FRP Representatives
David H. deVilliers Jr.


Signature Page
[LLC Agreement of Riverfront Investment Partners I LLC]


<PAGE>


                                 SCHEDULE 3.4
                               Representatives



MRP Representatives

Robert Murphy
Frederick Rothmeijer



FRP Representatives

DavidH. deVilliers Jr.

<PAGE>

























</TEXT>
</DOCUMENT>
