OPERATING AGREEMENT OF PHILBUILT DEVELOPMENT, L.L.C.

OPERATING AGREEMENT
OF
PHILBUILT DEVELOPMENT, L.L.C.

This Operating Agreement by, between and among the Members confirms our
understanding as to the matters contained herein. The parties hereto agree as
follows:

ARTICLE I
Definitions
-----------

SECTION 1.1. As used herein, the following terms and phrases shall have
the meanings indicated:

A. "Act" shall mean the Limited Liability Company Act of the State of
organization, as amended

B. "Capital Account" shall mean, with respect to each Member, the
account established for each Member pursuant to Section 6.5, which will
initially equal the Capital Contributions of such Member and will be (a)
increased by the amount of Net Profits allocated to such Member and (b) reduced
by the amount of Net Losses allocated to such Member and the amount of Cash Flow
distributed to such Member. Members' Capital Accounts shall be determined and
maintained in accordance with the rules of paragraph (b)(2)(iv) of Regulation
Section 1.704-1 of the Code.

C. "Capital Contributions" shall mean the fair market value of the
amounts contributed by the Members pursuant to Section 6.1.

D. "Cash Flow" shall have the meaning provided in Section 7.1.

E. "Code" shall mean the Internal Revenue Code of 1986, as amended, or
corresponding provisions of subsequent revenue laws.

F. "Operating Managers" shall mean the Member or Members selected by the
Members at a meeting of Members duly called and held for such purpose to serve
as Operating Manager or Operating Managers of the Company.

G. "Members" shall mean the persons designated as such in Schedule A of
this Agreement, any successors) to their interests as such in the Company; and
any other person who pursuant to this Agreement shall become a Member, and any
reference to a "Member" shall be to any one of the then Members.

H. "Net Profits" and "Net Losses" shall mean the net profit or net loss,
respectively, of the Company determined in accordance with Section 8.1.

I. The words "membership interest" shall mean a Member's interest in the
Company which shall be in the proportion that the Member's share of the profits
and losses of the Company bears to the aggregate shares of all the Members
determined in accordance with the Act which states that profits and losses shall
be allocated on the basis of the value of the contributions of each Member as
stated in the Operating Agreement. A Membership Interest may be evidenced by a
certificate issued by the Company. A Membership Interest may be expressed on a
certificate as "Units" where a Member's Units bears the same relationship to the
aggregate Units of all Members that the Member's Membership Interest bears to
the aggregate Membership Interests of all Members. A Member's Interest may be a
certificated security or an uncertificated security within the meaning of
section 8-102 of the Uniform Commercial Code if the requirements of section
8-103(c) are met, and if the requirements are not met such interest shall, for
purposes of the Uniform Commercial Code, be deemed to be a general intangible
asset.

J. "Company" shall mean this Limited Liability Company.

K. "Person" shall mean any natural person, corporation, partnership,
joint venture, association, limited liability company or other business or legal
entity.

ARTICLE II
Organization of the Company
---------------------------

SECTION 2.1. The purpose of the Company is to conduct any lawful
business for which limited liability companies may be organized and to do all
things necessary or useful in connection with the foregoing.

SECTION 2.2. The Members shall be Members in the Company and shall
continue to do business under the name of the Company until the Operating
Managers shall change the name or the Company shall terminate.

SECTION 2.3. The principal address of the Company shall be such place or
places as the Operating Managers may determine. The Operating Managers will give
notice to the Members promptly after any change in the location of the principal
office of the Company.

SECTION 2.4. The Company shall terminate on the date provided in the
Articles of Organization, except that the Company may terminate prior to such
date as provided in this Agreement.

ARTICLE III
Status of Members
-----------------

SECTION 3.1. No Member will be bound by, or be personally liable for the
expenses, liabilities or obligations of the Company unless such Member
subsequently specifically agrees in writing to be personally liable for the
expenses, liabilities or obligations of the Company. Notwithstanding the
foregoing, all Members will personally guaranty the obligations of the Company
to institutional lenders and or private lenders as requested and agreed to by
all Members.

SECTION 3.2. No Member will be entitled to withdraw any part of his
Capital Account or to receive any distributions from the Company except as
expressly provided in this Agreement.

ARTICLE IV
Meeting of the Members
----------------------

SECTION 4.1. An annual meeting of Members shall be held within five (5)
months after the close of the fiscal year of the Company on such date and at the
time and place (either within or without the State of its organization) as shall
be fixed by the Members. At the annual meeting, the Members shall elect the
Operating Managers and transact such other business as may properly be brought
before the meeting.

SECTION 4.2. A special meeting of Members may be called at any time by
the Operating Managers and shall be called by the Operating Managers at the
request in writing of that Membership interest specified in Schedule A of the
Members entitled to vote at such meeting. Any such request shall state the
purpose or purposes of the proposed meeting. Business transacted at any special
meeting of Members shall be confined to the purposes set forth in the notice
thereof.

SECTION 4.3. Written notice of the time, place and purpose of every
meeting of Members (and, if other than an annual meeting, the person or persons
at whose discretion the meeting is being called), shall be given by the
Operating Managers to each Member of record entitled to vote at such meeting,
not less than ten nor more than sixty days prior to the date set for the
meeting. Notice shall be given either personally or by mailing said notice by
first class mail to each Member at his address appearing on the record book of
the Company or at such other address supplied by him in writing to the Operating
Managers of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for
which notice is waived, signed by the person or persons entitled to such notice,
whether before or after the time of the meeting stated therein, shall be deemed
equivalent to the giving of such notice. The attendance by a Member at a meeting
either in person or by proxy without protesting the lack of notice thereof shall
constitute a waiver of notice of such Member.

All notices given with respect to an original meeting shall extend to
any and all adjournments thereof and such business as might have been transacted
at the original meeting may be transacted at any adjournment thereof; no notice
of any adjourned meeting need be given if an announcement of the time, and place
of the adjourned meeting is made at the original meeting.

SECTION 4.4. The holders of a majority in interest of the Members
present in person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of members except as otherwise provided by
statute or the Articles of Organization. If however a quorum shall not be
present or represented at any meeting of Members, the Members entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. When a quorum is once present to organize a meeting, such quorum is
not deemed broken by the subsequent withdrawal of any Members.

SECTION 4.5. Every Member entitled to vote at any meeting shall be
entitled to vote in accordance with his membership interest in the Company held
by him of record on the date fixed as the record date for said meeting and may
so vote in person or by proxy. Any Company action shall be authorized by a
majority in interest of the votes cast by the Members entitled to vote thereon
except as may otherwise be provided by statute, the Articles of Organization or
this Operating Agreement.

SECTION 4.6. Every proxy must be signed by the Member entitled to vote
or by his duly authorized attorney-in-fact and shall be valid only if filed with
the Operating Managers of the Company prior to the commencement of voting on the
matter in regard to which said proxy is to be voted. No proxy shall be valid
after the expiration of eleven months from the date of its execution unless
otherwise expressly provided in the proxy. Every proxy shall be revocable at the
pleasure of the person executing it except as otherwise provided by statute.
Unless the proxy by its terms provides for a specific revocation date and except
as otherwise provided by statute, revocation of a proxy shall not be effective
unless and until such revocation is executed in writing by the Member who
executed such proxy and the revocation is filed with the Operating Managers of
the Company prior to the voting of the proxy.

SECTION 4.7. All meetings of Members shall be presided over by the
Operating Managers, or if not present, by a Member thereby chosen by the Members
at the meeting. The Operating Managers or the person presiding at the meeting
shall appoint any person present to act as secretary of the meeting.

SECTION 4.8. For the purpose of determining the Members entitled to
notice of, or to vote at any meeting of Members or any adjournment thereof or to
express consent or dissent from any proposal without a meeting, or for the
purpose of determining the Members entitled to receive payment of any
distribution of Cash Flow or the allotment of any rights, or for the purpose of
any other action, the Members may fix, in advance, a date as the record date for
any such determination of Members. Such date shall not be more than fifty nor
less than ten days before the date of any meeting nor more than fifty days prior
to any action taken without a meeting, the payment of any distribution of Cash
Flow or the allotment of any rights, or any other action. When a determination
of Members of record entitled to notice of, or to vote at any meeting of Members
has been made as provided in this Section, such determination shall apply to any
adjournment thereof, unless the Members fix a new record date under this Section
for the adjourned date.

SECTION 4.9. The Company shall be entitled to treat the holder of record
of any membership interest as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
membership interest on the part of any other person whether or not it shall have
express or other notice thereof, except as otherwise provided by the Act.

ARTICLE V
Management
----------

SECTION 5.1. Management of the Company shall be vested in the Operating
Managers of the Company. All Operating Managers must be Members of the Company.

Initially, the Company shall have one (1) Operating Manager who shall be Capitol
Development, Inc., a Nevada corporation. Except for the Operating Manager, no
Member will take part in or interfere in any manner with the conduct or control
of the business of the Company or have any right or authority to act for or bind
the Company, except as provided in this Agreement.

SECTION 5.2. The Operating Manager, in compensation for its duties and
responsibilities, shall receive a Management Fee equivalent to four percent (4%)
per annum interest on any remaining balance of the construction loan from
Transcapital Bank. Such Management fees shall be paid monthly on the first day
of the month and shall be based on the balance of Transcapital Bank loan, as of
the 30th day of previous month (i.e. payment due January 1st based on a December
30th loan balance). Management fees shall commence 30 days after the close of
the Transcapital Bank loan and continue until the loan is paid in full, at which
time such fees shall terminate.

SECTION 5.3. The Operating Manager shall hold office for the term of 24
months or until a successor has been elected and qualified. A vacancy in the
office of Operating Manager arising from any cause may be filled for the
unexpired portion of the term by another Member duly elected as an Operating
Manager.

SECTION 5.4. Any Operating Manager may resign at any time by giving
written notice to the Members. Any such resignation shall take effect at the
time specified therein or, if the time is not specified therein, upon the
receipt thereof. Irrespective of whether any such resignations shall have been
accepted.

SECTION 5.5. The Company shall be managed by the Operating Manager(s)
and the conduct of the Company's business shall be controlled and conducted
solely and exclusively by the Operating Manager(s) in accordance with this
Agreement. In addition to and not in limitation of any rights and powers
conferred by law or other provisions of this Agreement, the Operating Manager(s)
shall have and may exercise on behalf of the Company all powers and rights
necessary, proper, convenient or advisable to effectuate and carry out the
purposes, business and objectives of the Company, and to maximize Company
profits.

Specifically, and notwithstanding anything stated to the contrary
herein, the Operating Manager, Capitol Development, Inc., shall make all
business decisions made in the ordinary course of business. Notwithstanding, the
Members shall have a right to vote, by a majority of the Members entitled to
vote, if the proposed loan schedule materially varies from the Loan Amortization
and Draw Schedule, attached hereto as Exhibit AA,@ and made a part hereof.

By their signatures below, the Members and Operating Manager confirm
that they have agreed to the purchase of real property located at ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ of Broward, State of Florida, on substantially
the same terms and conditions incorporated in the letter to ▇▇▇▇▇▇ ▇. St. ▇▇▇▇▇,
Capitol Development, Inc., and the Company, from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, trustee for
the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust, dated November ____, 2003.

SECTION 5.6. Any person made or threatened to be made a party to an
action or proceeding, whether civil or criminal, by reason of the fact that he,
his testator or interstate, then, is, or was a manager. Member, employee or
agent of the Company, or then serves or has served on behalf of the company in
any capacity at the request of the Company, shall be indemnified by the Company
against reasonable expenses, judgments, fines and amounts actually and
necessarily incurred in connection with the defense of such action or proceeding
or in connection with an appeal therein, to the fullest extent permissible by
the Act. Such right of indemnification shall not be deemed exclusive of any
other rights to which such person may be entitled.

ARTICLE VI
Capital
-------

SECTION 6.1. The Members have contributed to the Company in exchange for
their membership interests their interests the cash and other property as set
forth on Schedule AA,@ annexed hereto.

SECTION 6.2. The fair market value and the adjusted basis of the
contributing Member of any property other than cash contributed to the Company
by a Member shall be set forth on Schedule A, annexed hereto.

SECTION 6.3. Except as expressly provided in this Agreement, no Member
shall be required to make any additional contributions to the capital of the
Company.

SECTION 6.4. No interest shall be paid on the Capital Account of any
Member.

SECTION 6.5. A Capital Account shall be established for each Member on
the books and records of the Company in accordance with section 1 . I.B. If any
assets of the Company are distributed to the Members in kind, the Capital
Accounts of the Members shall be adjusted to reflect the difference between the
fair market value of such assets on the date of distribution and the basis of
the Company in such assets.

ARTICLE VII
Distribution of Cash
--------------------

SECTION 7.1 The Company shall distribute to the Members from time to
time all cash (regardless of the source thereof) of the Company which is not
required for the operation or the reasonable working capital requirements of the
Company, (such cash is sometimes referred to herein as A Cash Flow"). For
purposes of this Agreement all Cash Flow allocated to the Members shall be
allocated among them in the ratio in which the total Capital Contributed by each
Member pursuant to Section 6.1 on the last day of each calendar month during the
year bears to the total Capital Contributed by all Members pursuant to
Section 6.1 on such date without regard to the number of days during such month
in which such a person was a Member.

SECTION 7.2. Distributions of Cash Flow shall be made from time to time
in such manner as determined by the Operating Manager(s). Notwithstanding any
provision in this Agreement to the contrary, no Member shall be entitled to any
distribution until and unless all outstanding loans, plus any accrued interest,
owed by the Company has been paid in full.

SECTION 7.3. Priority Payments. Members shall be entitled to
distributions only after the following priority payments have been paid in full:
(i) first payment to any and all outstanding loans, plus any accrued interest,
(ii) second payment to The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust in the amount of
$150,000.00, on the terms and conditions provided in Article 9, Section 9.5 of
this Agreement, and (iii) third payment to Capitol Development, Inc., in the
amount of $150,000.00 on the terms and conditions provided in Article 9, Section
9.5 of this Agreement.

ARTICLE VIII
Profit and Losses
-----------------

SECTION 8.1. The Net Profits and Net Losses of the Company shall be the
net profits and net losses of the Company as determined for Federal income tax
purposes.

SECTION 8.2. The Net Profits and Net Losses of the Company and each item
of income, gain, loss, deduction or credit entering into the computation
thereof, shall be allocated to the Members in the same proportions that they
share in distributions of Cash Flow pursuant to Section 7.1, or if there is no
Cash Flow, that they would have shared if there had been Cash Flow.

SECTION 8.3. References herein to "Reg. Sec.", are to the regulations
promulgated by the United States Treasury to the Code. The terms "minimum gain",
"minimum gain chargeback", "qualified income offset" and "nonrecourse deduction"
are to be interpreted consistent with the definitions of such terms in Reg. Sec.
1-704-2. "Nonrecourse liability" means any liability with respect to which no
Member bears the risk of loss under Code Section 752. The following special
allocations shall be made in the following orders

A. Except as otherwise set forth in Reg. Sec. 1.704-2(f), if there is a
net decrease in minimum gain, during the fiscal year of the Company, each
Member, shall be specially allocated items of gross income and gain for such
fiscal year (and, if necessary, subsequent fiscal years) in an mount equal to
that Member's share of the net decrease of minimum gain determined in accordance
with Reg. Sec. 1.7042(g). Allocations in accordance with this Section shall be
made first from the disposition of Company assets subject to nonrecourse
liabilities, to the extent of the minimum gain attributable to those assets, and
thereafter, from a pro-rata portion of the Company's other items of income and
gain for the taxable year. This Section is intended to comply with the minimum
gain chargeback requirement of Reg. Sec. 1.7042(f).

B. Except as otherwise set forth in Reg. Sec. 1.704-2(1)(4), if there is
a net decrease in a Member's nonrecourse liability minimum gain attributable to
Members' nonrecourse liabilities during any fiscal year, each Member who has a
share of the Member nonrecourse liability minimum gain attributable to Member
nonrecourse liability shall be specially allocated items of gross income and
gain for such fiscal year (and, if necessary, subsequent fiscal years) in an
amount equal to that Member's share of the net decrease in Members' nonrecourse
debt minimum gain attributable to such Member nonrecourse debt.

Allocations pursuant to this Section shall be made first from gain recognized
from the disposition of Company assets subject to Member nonrecourse liabilities
to the extent of Member minimum gain attributable to those assets, and
thereafter, from a pro-rata portion of the Company's other items of income and
gain for the fiscal year. This section is intended to comply with the minimum
gain chargeback requirements of Reg. Sec. 1.704-2(1).

C. A Member who unexpectedly receives an adjustment, allocation or
distribution described in (4), (S) or (6) of Reg. Sec. 1.704-1(b)(2)(ii)(d) will
be allocated items of income and gain in an amount and manner sufficient to
eliminate such deficit balance as quickly as possible. An allocation shall be
made pursuant to this Section and if and to the extent a Member would have a
deficit in his adjusted Capital Account after all other allocations provided for
in this Section 8.3 were made as if this paragraph were not in the agreement.

D. Nonrecourse deductions shall be allocated among the Members in the
same proportion in which they share the Cash Flow of the Company.
Any nonrecourse deduction shall be allocated to any Member who bears the
economic risk of loss with respect to the Member nonrecourse liability to which
such deduction is attributable.

SECTION 8.4. Any Company gain or loss realized with respect to property,
other than money, contributed to the Company by a Member shall be shared among
the Members pursuant to Code section 704(c) and regulations to be promulgated
thereunder so as to take account of the difference between the Company basis and
the fair market value of the property at the time of the contribution ("built-in
gain or loss"). Such built-in gain or loss shall be allocated to the
contributing Member upon the disposition of the property.

ARTICLE IX
Admission and Withdrawal of a Member
------------------------------------

SECTION 9.1. A Member may transfer his interest in the Company to
another person or entity only with the prior unanimous consent of the other
Members either in writing or at a meeting called for such purpose. If all of the
other Members do not approve of the transfer, the transferee shall have no right
to participate in the management of the business and affairs of the Company or
to become a Member. The transferring Member must give thirty (30) days written
notice to all other Members of any proposed transfer.

Except as provided in Section 9.5 of this Agreement, if a Member decides
to sell his interest in the Company to another Member, or if a Member shall be
deemed to be in "retirement" as that term is defined hereinafter, in which case
the retired Member shall sell his interest to the other Member(s), the selling
Member's interest shall be

valued at (and sold for) his initial specific capital contribution plus the
total of accrued principal payments under loan(s) utilized by the Company to
acquire real property multiplied by the selling member's percentage Membership
Interest as set forth in Schedule A, annexed hereto. It is agreed that payment
to the selling member for his interest shall be made in thirty-six equal
payments of principal plus interest equal to the prime rate of interest quoted
by Wall Street Journal at the time of the sale.

SECTION 9.2. The Members agree to sign such additional documents as may
be required in order to admit additional Members to the Company, pursuant to
section 9.1 as well as, among other things, to provide for the division of
profits, losses and Cash Flow among the Members.

SECTION 9.3. All costs and expenses incurred by the Company in
connection with the assignment of a Member's interest, including any filing fees
and publishing costs and the fees and disbursements of counsel, shall be paid by
the assigning Member.

SECTION 9.4. Each person who becomes a Member in the Company, by
becoming a Member, shall and does hereby ratify and agree to be bound by the
terms and conditions of this Agreement.

SECTION 9.5. Pre-Approved Transfers. Notwithstanding any provision to
the contrary in this Operating Agreement, all Members authorize, pre-approve and
agree to the following transfers without a vote of the Members:

(i) The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust ("Trust") may transfer its
25% membership interest to ▇▇▇▇▇▇ St. Louis; provided that
Philbuilt Development LLC, pays the Trust a lump sum payment of
$150,000.00 for such membership interest on the priority terms
provided in Article 7, Section 7.3 of this Agreement; and
(ii) Capitol Development, Inc., may transfer its 50% membership
interest to ▇▇▇▇▇▇ St. ▇▇▇▇▇; provided that Philbuilt
Development, LLC, pays Capitol Development, Inc., a lump sum
payment of $150,000.00 for such membership interest on the
priority terms provided in Article 7, Section 7.3 of this
Agreement.

The Members agree to sign such documents as may be required to transfer
the pre-approved transfers of membership interest.

ARTICLE X
Termination or Dissolution of Company
-------------------------------------

SECTION 10.1. The Company shall be terminated prior to the date of
expiration of the term as provided in Section 2.4 if (a) a majority in interest
of the Members consent that the Company should be terminated and dissolved, or
(b) the Company is dissolved pursuant to this Agreement.

SECTION 10.2. If the Company is dissolved, the owners of a majority in
interest of the remaining Members may elect to reconstitute and continue the
Company as a successor Company upon the same conditions as are set forth in this
Agreement. Any such election to continue the Company will not result in the
creation of a new Company among the remaining Members, nor will such election
require the amendment of this Agreement or the execution of an amended
Agreement.

SECTION 10.3. Upon the termination and dissolution of the Company, the
then Operating Manager, or Operating Managers, if any, or, if there is no
Operating Manager, any person elected to perform such liquidation by the written
consent of the owners of a majority in interest of the Members, shall proceed to
the liquidation of the Company. The proceeds of such liquidation shall be
applied and distributed as follows:

A. If any assets of the Company are to be distributed in kind, such
assets shall be distributed on the basis of the fair market value thereof, and
any Member entitled to any interest in such assets shall receive such interest
therein as a tenant-in-common with all other Members so entitled. The fair
market value of such assets shall be determined by an independent appraiser to
be selected by the Company's independent public accountants. The amount by which
the fair market value of any Property to be distributed in kind to the Members
exceeds or is less than the basis of such Property, shall, to the extent not
otherwise recognized by the Company, be taken into account in computing Net
Profits or Net Losses (and shall be allocated among the Members in accordance
with Section 8.2) for purposes of crediting or charging the Capital Accounts of,
and liquidating distributions to, the Members under Section 10.3.

B. All distributions upon liquidation of the Company shall be
distributed as follows: to each of the Members, in proportion to the amounts of
their respective positive Capital Accounts, as such accounts have been adjusted
(i) in accordance with Section 6.5 to reflect the Net Profit or Net Loss
realized or incurred upon the sale of the Company's property or assets and any
deemed sale pursuant to Section 10.3.A; (ii) in accordance with Section 8.2 to
reflect all Net Profits or Net Losses with respect to the year of liquidation.
No Member shall be liable to repay the negative amount of his Capital Account.

SECTION 10.4. Each of the Members shall be furnished with a statement,
reviewed by the Company's independent public accountants, which shall set forth
the assets and liabilities of the Company as of the date of the Company's
liquidation. Upon completion of the liquidation, the Operating Managers shall
execute and cause to be filed a Certificate of Dissolution of the Company and
any and all other documents necessary with respect to termination of the
Company.

ARTICLE XI
Books and Reports
-----------------

SECTION 11.1. The Operating Managers shall cause the Company to maintain
the following records:

A. Complete and accurate books of account, in which shall be entered,
fully and accurately, each and every transaction of the Company, shall be kept
by the Operating Managers at the principal office of the Company. The fiscal
year of the Company shall be the calendar year. The books of account of the
Company shall be kept in accordance with sound accounting practices and
principles applied in a consistent manner by the Company; provided, however,
that all methods of accounting and treating particular transactions shall be in
accordance with the methods of accounting employed for Federal income tax
purposes. All determinations by the Operating Managers with respect to the
treatment of any item or its allocation for Federal, state or local tax purposes
shall be binding upon all the Members unless the determination is inconsistent
with any express provision of this Agreement.

B. A current list of the full name and last known mailing address of
each Member set forth in alphabetical order together with the contribution and
share in profits and losses of each Member; a copy of the Articles of
Organization of the Limited Liability Company and any amendments thereto; a copy
of the Limited Liability Company Operating Agreement and any amendments thereto;
a copy of the Limited Liability Company's federal, state and local income tax
returns for the three most recent fiscal years.

C. Any Member shall have the right from time to time at his expense to
have his accountants and representatives examine and/or audit the books and
records of the Company and the information referred to in this Section, and the
Operating Managers will make such books and records and information available
for such examinations and/or audits.

SECTION 11.2. No value shall be placed for any purpose upon the Company
name or the right to its use, or upon the goodwill of the Company or its
business. Upon termination or dissolution of the Company (without reconstitution
thereof) as provided in this Agreement, neither the Company name or the right to
its use, nor the goodwill of the Company, shall be considered as an asset of the
Company.

SECTION 11.3. The Operating Managers will cause to be sent to the
Members within a reasonable period after the close of each year the following:
(a) annual statements of the Company's gross receipts and operating expenses,
and the capital accounts of each Member, prepared by the Company's independent
public accountants, to be transmitted to each Member; and (b) a report to be
transmitted to each Member indicating the Member's share of the Company's profit
or loss for that year and the Member's allocable share of all items of income,
gain, loss, deduction, and credit, for Federal income tax purposes.

ARTICLE XII
Tax Election
------------

SECTION 12.1. In the event of a transfer of a Member's interest, or upon
the death of a Member, or in the event of the distribution of Company property
to any party hereto, the Company may (but need not necessarily) file an
election, in accordance with Section 754 of the Code to cause the basis of the
Company Property to be adjusted for Federal income tax purposes, as provided by
Sections 734 and 743 of the Code.

ARTICLE XIII
Miscellaneous
-------------

SECTION 13.1. Any notice or other communication under this Agreement
shall be in writing and shall be considered given when mailed by registered or
certified mail, return receipt requested, to the parties at the following
addresses (or at such other address as a party shall have previously specified
by notice to the others as the address to which notice shall be given to him):

A. If to the Company, to it in care of the Operating Managers at
the address of the Company.

B. If to the Operating Managers, to them at the address of the
Company.

C. If to any Member, to him at his address set forth on the
books and records of the Company.

SECTION 13.2. This Agreement contains a complete statement of all of the
arrangements among the parties with respect to the Company and cannot be changed
or terminated orally or in any manner other than by a written agreement executed
by all of the Members. There are no representations, agreements, arrangements or
understandings, oral or written, between or among the parties relating to the
subject matter of this Agreement which are not fully expressed in this
Agreement.

SECTION 13.3. This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Agreement to be drafted.

SECTION 13.4. This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations of the jurisdiction in which the Company does business. If
any provision of this Agreement, or the application thereof to any person or
circumstance, shall for any reason and to any extent, be invalid or
unenforceable, the remainder of this Agreement and the application of that
provision to other persons or circumstances shall not be affected, but rather
shall be enforced to the extent permitted by law.

SECTION 13.5. Anything hereinbefore in this Agreement to the contrary
notwithstanding, all references to the Property of the Company are deemed to
include the profits, losses and Cash Flow of the Property.

SECTION 13.6. Irrespective of the place of execution or performance,
this Agreement shall be governed by and construed in accordance with the laws of
the State of organization of the Company applicable to agreements made and to be
performed in the State of organization of the Company.

SECTION 13.7. The captions, headings and table of contents in this
Agreement are solely for convenience of reference and shall not affect its
interpretation.

SECTION 13.8. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which shall be
deemed to constitute a single document.

SECTION 13.9. Whenever the context so requires, the male gender when
used herein shall be deemed to include the female gender, the female gender
shall be deemed to include the male gender, the singular shall be deemed to
include the plural and the plural shall be deemed to include the singular.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates set forth after signatures below.

[SCHEDULE AA@ AND COUNTERPART SIGNATURE PAGES ATTACHED]

SCHEDULE A

List name of Member, Membership Interest, address, social security number and
amount of capital contribution:

Membership Capital
Name and Address Interest SS# Contribution
-------------------------- ---------- --- ------------
Capitol Development Inc. 50%
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Phil St. Louis 25%
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇-▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 25%
Revocable Trust
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

COUNTERPART SIGNATURE PAGES FOR THE
OPERATING AGREEMENT OF PHILBUILT DEVELOPMENT, LLC
AND SCHEDULE AA@ THERETO

The signature below evidences the undersigned's agreement and
consent to be bound by all terms, covenants, and conditions as set forth in the
Philbuilt Development, LLC Operating Agreement and Schedule AA@ thereof, to
which this counterpart signature page is attached.

MEMBER:

CAPITOL DEVELOPMENT, INC.

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: VP

STATE OF FLORIDA )
)
COUNTY OF PALM BEACH )

The foregoing was acknowledged before me this 5 day of January, 2004, by
[ILLEGIBLE], as V. President and on behalf of Capitol Development, Inc., a
Nevada corporation, G who is personally known to me or G who produced
[ILLEGIBLE] as identification.

Notary Public

My commission expires:

/s/ [ILLEGIBLE]
----------------------

[SEAL]

COUNTERPART SIGNATURE PAGES FOR THE
OPERATING AGREEMENT OF PHILBUILT DEVELOPMENT, LLC.
AND SCHEDULE AA@ THERETO

The signature below evidences the undersigned's agreement and consent to
be bound by all terms, covenants, and conditions as set forth in the Philbuilt
Development, LLC Operating Agreement and Schedule AA@ thereof, to which this
counterpart signature page is attached.

MEMBER
PHIL ST. LOUIS

/s/ PHIL ST. LOUIS
--------------------------

STATE OF FLORIDA )
)
COUNTY OF BROWARD )

The foregoing was acknowledged before me this 18 day of November, 2003,
by PHIL ST. LOUIS, an individual residing in the state of Florida G who is
personally known to me or G who produced __ as identification.

Notary Public
My commission expires:

[SEAL] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
1/30/2007

COUNTERPART SIGNATURE PAGES FOR THE
OPERATING AGREEMENT OF PHILBUILT DEVELOPMENT, LLC.
AND SCHEDULE AA@ THERETO

The signature below evidences the undersigned's agreement and consent to
be bound by all terms, covenants, and conditions as set forth in the Philbuilt
Development, LLC Operating Agreement and Schedule AA@ thereof, to which this
counterpart signature page is attached.

MEMBER
PHIL ST. LOUIS

/s/ PHIL ST. LOUIS
--------------------------

STATE OF FLORIDA )
)
COUNTY OF PALM BEACH )

The foregoing was acknowledged before me this 5 day of January, 2004, by
PHIL ST. LOUIS, an individual residing in the State of Florida G who is
personally known to me or G who produced [ILLEGIBLE] as identification.

Notary Public
My commission expires:

/s/ [ILLEGIBLE]

[SEAL]

COUNTERPART SIGNATURE PAGES FOR THE
OPERATING AGREEMENT OF PHILBUILT DEVELOPMENT, LLC.
AND SCHEDULE AA@ THERETO

The signature below evidences the undersigned's agreement and consent to
be bound by all terms, covenants, and conditions as set forth in the Philbuilt
Development LLC Operating Agreement and Schedule AA@ thereof, to which this
counterpart signature page is attached.

MEMBER
THE ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
REVOCABLE TRUST

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, TRUSTEE
-------------------------------
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee

STATE OF FLORIDA )
)
COUNTY OF BROWARD )

The foregoing was acknowledged before me this 18 day of November, 2003,
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, TRUSTEE for The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust, an
individual residing in the State of Florida and has acknowledged that she is the
authorized trustee for The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust G who is personally
known to me or G who produced Driver License as identification.

Notary Public
My commission expires:

[SEAL] /s/ VIRGINIA ▇▇▇▇ ▇▇▇▇▇
----------------------------------
7/6/2007

OPERATING AGREEMENT OF PHILBUILT DEVELOPMENT, L.L.C.

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