LIMITED LIABILITY COMPANY AGREEMENT

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EXHIBIT 10.6

LIMITED LIABILITY COMPANY AGREEMENT

OF PALM COVE DEVELOPERS. LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "AGREEMENT") of PALM COVE

DEVELOPERS, LLC (the "Company") is made and entered into effective as of the

19th day of January, 2005 ("Effective Date"), by and between ASHTON TAMPA

RESIDENTIAL, LLC, a Nevada limited liability company ("Ashton") and M/I HOMES OF

TAMPA LLC, a Florida limited liability company ("M/I"). M/I and Ashton are

sometimes referred to herein collectively as "Members" and individually as a

"Member."

RECITALS

WHEREAS, Ashton and Pulte Home Corporation entered into that certain

Agreement for Sale of Land (the "Pulte Contract") for the purchase and sale of

certain real and other related property subject to the Pulte Contract (defined

therein as the "Property") (The Pulte Contract is attached hereto as Exhibit "A"

and incorporated by reference herein) and;

WHEREAS, as contemplated by that certain Letter Agreement ("Letter

Agreement") dated as of December 22, 2004, by and between Ashton and M/I, Ashton

assigned the Pulte Contract to Company and the Company acquired the Property

(the "Property Closing"); and

WHEREAS, as further contemplated by the Letter Agreement, Company, Ashton

and M/I are entering into this Agreement to consummate M/I's subscription for

one-half (i.e., 50%) of the total equity or membership interests in and to the

Company and to set forth certain terms and conditions applicable to the

development of the Property by Company, the distribution of finished lots to the

Members and other applicable terms and conditions related to the business

affairs of the Company and the development of the Property; and

NOW, THEREFORE, the Members, by the execution and delivery of this

Agreement, set forth the agreement for the Company under the laws of the State

of Florida upon the terms and subject to the conditions of this Agreement.

1. DEFINITIONS. All capitalized terms not defined in this Agreement shall

have the meaning ascribed to them in the Pulte Contract. When used in this

Agreement, the following terms shall have the meanings set forth below:

(a) "ACT" shall have the meaning ascribed to it in Section 2.1. All

references herein to sections of the Act shall include any corresponding

provisions of succeeding law.

(b) "AFFILIATE" shall mean, when used with reference to a specified

Person, any Person who controls, is controlled by or is under common control

with the specified Person.

(c) "AGREEMENT" shall mean this Limited Liability Company Agreement, as

originally executed and as amended from time to time.

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(d) "APPROVED BUSINESS PLAN" means collectively, after submission and

approval as described herein, the following: (i) a pro-forma budget and

development plan for the Property (the "Project") in accordance with the Pulte

Contract, the Development Agreement (defined in Section 1.(o) hereof,) and this

Agreement (the "Project Budget and Plan") and (ii) a Member capital contribution

plan for the capital contributions by the Membere for the construction of the

Project by the Company (the "Project Contribution Plan"), as each of the same

may be amended from time to time in accordance with this Agreement. The

Day-to-Day Manager shall endeavor to prepare and provide for M/I's approval the

applicable Project Budget and Plan and the Project Contribution Plan within

fifteen (15) days after the Effective Date. M/I shall endeavor to approve such

Project Budget and Plan and the Project Contribution Plan submitted by the

Day-to-Day Manager within fifteen (15) days of M/I's receipt of the submitted

Project Budget and Plan and Project Contribution Plan; provided, the parties

intend to work together as reasonably possible in preparing and reviewing all

matters applicable to the Approved Business Plan (as defined in the following

sentence). Upon each party's written approval of the Project Budget and Plan and

Project Contribution Plan, such plans shall be considered and referred to herein

as the "Approved Project Budget and Plan" and the "Approved Project Contribution

Plan," and collectively shall be considered and referred to herein as the

"Approved Business Plan." The Approved Business Plan is intended to be the

overall plan and budget for the planning, development, and construction of the

Project, including the distribution of finished lots to the Members, the

projection and timing of annual Project expenditures, including, without

limitation, development costs, construction costs, and maintenance costs, all of

which shall be set forth in detail with each category of expense listed as a

separate line item and a preliminary cost analysis for the Project. Such

expenses shall be further separately delineated into two major categories of

line item expenses as follows: (a) those line item expenses constituting

"Operating Costs" and (b) those line item expenses constituting "Development

Costs." The parties acknowledge that the Approved Business Plan will require

updating or modification during the term of the Project as a result of changes

to projected and actual costs, permitting conditions, etc. The Day-to-Day

Manager shall regularly consult with and seek the input of the other Member in

connection with the Day-to-Day Manager's updating of the Approved Business Plan.

The Day-to-Day Manager shall use its commercially reasonable efforts to cause

the Project to be developed, constructed, operated and disposed of substantially

in accordance with the Approved Business Plan as it is updated and approved from

time to time, including, without limitation, the line items contained therein.

Subject to the approval rights set forth in Section 5.2 (a), below, and the

obligation of the Day-to-Day Manager to maintain the originally Approved

Business Plan as a comparative measure of how well the Company actually

performed in comparison to the such originally Approved Business Plan, the

Day-to-Day Manager shall update the Approved Business Plan as follows; (1) the

Approved Project Budget and Plan shall be updated on not less than a semi-annual

basis and the (2) the Approved Project Contribution Plan shall be updated every

fiscal quarter. No update, modification or amendment of the Approved Business

Plan (or any component budget item or plan thereof) shall be effective unless

and until approved by all Members, subject to Section 5.5(c).

(e) "ARTICLES" shall mean the Articles of Organization of the Company

as filed with the Secretary of State of the State of Florida, as the same may be

amended from time to time by the approval of the Members.

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(f) "AVAILABLE CASH" shall mean all cash and cash equivalents of the

Company on hand and in financial institutions or depositories and cash

equivalents, on the date of any proposed distribution, after payment or

provision for payment of all debts and liabilities of the Company then due

(including, without limitation, debts and liabilities to Members who are

creditors of the Company and payments then due under third-party loans to the

Company), provision for reasonable working capital reserves and payment or

provision for payment of operating expenditures, all as reasonably determined by

the Day-to-Day Manager and approved by the Members, subject to Section 5.5(c).

Available Cash shall not include Capital Contributions of the Members.

(g) "BASE RATE" means the commercial loan rate of interest announced

publicly from time to time by Bank of America, N.A. (or any successor thereto)

in Tampa, Florida as such bank's "reference rate" or "prime rate" as from time

to time in effect.

(h) "CAPITAL ACCOUNT" shall mean a capital account established for each

Member to which such Member's respective Capital Contributions shall from time

to time be credited, which shall be maintained in accordance with the provisions

of Section 704(b) of the Code and the Treasury Regulations promulgated

thereunder.

(i) "CAPITAL CONTRIBUTIONS" shall mean the Initial Contributions and

any additional contributions contributed to the Company by each Member in

accordance with Section 3 of this Agreement.

(j) "CODE" shall mean the Internal Revenue Code of 1986, as amended

from time to time.

(k) "COMPANY" shall mean the limited liability company. Palm Cove

Developers, LLC, created on December 22,2004 and governed by this Agreement.

(l) "DATE OF VALUE" shall have the meaning ascribed to it in

Section 12.

(m) "DAY-TO-DAY MANAGER" shall mean Ashton or any other Person(s) that

succeeds to it in that capacity with the consent of the other Member.

(n) "ENGINEERING AND PRE-DEVELOPMENT COSTS" shall mean those pre- and

post-formation engineering and pre-development costs incurred by or on behalf of

a Member to contract for the Property and conduct the engineering and

pre-development work for the Project, such as consulting fees and costs and

filing, investigatory and regulatory fees and costs, plus any additional similar

costs. To the extent the foregoing are paid by a Member in the ordinary course

of business on or prior to the Property Closing, they shall be referred to

herein as the "Paid Engineering and Pre-Development Costs," as more particularly

set forth on EXHIBIT "B" attached hereto. As provided herein, a Member shall

receive an initial contribution credit and Capital Account credit equal to the

amount paid by each respectively of the Paid Engineering and Pre-Development

Costs. The Company shall then assume and be responsible for paying

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those Engineering and Pre-Development Costs other than the Paid Engineering and

Pre-Development Costs.

(o) "FINISHED LOT(s)" shall mean a residential lot developed by the

Company in accordance with the Pulte Contract, that certain Development

Agreement by and between Pulte and Company executed as part of the Property

Closing (the "Development Agreement"), this Agreement and all applicable

restrictions, governmental requirements and Laws, and that has (i) a recorded

plat that is acceptable to both Members with a copy of such recorded plat

delivered to both Members, (ii) public sanitary sewer lines extended to a

boundary of the lot with taps installed, (iii) public potable water lines

extended to a boundary of the lot with taps installed, (iv) installed stormwater

drainage lines and related facilities required by applicable Laws to serve the

lot, with all stormwater ponds and related facilities serving such lines and

facilities completed, (v) installed curbs and paved streets serving the lot that

are within a publicly dedicated right-of-way, (vi) conduits to accommodate

underground electric lines sufficient to service the lot extended to a boundary

of the lot with the applicable electric company having extended service to the

lot, (vii) graded in accordance with lot grading and drainage plans previously

approved by both Members and graded materially in accordance with the elevations

required for each lot on such plans, (viii) not been determined to be within the

"100 Year Flood Plane" and (ix) been compacted to not less than ninety five

(95%) modified proctor, maximum density (AASHTO T-180) and otherwise to such

standards as are applicable for the types of construction contemplated by each

Member and (x) all other work necessary to allow development and the subsequent

use by homeowners of the intended residential improvements on the lot completed

in accordance with all Laws (including, but not limited to, the issuance of the

applicable building permit and certificate of occupancy for such lot) and any

recorded covenants.

(p) "LAWS" means all federal, state and local laws, moratoria,

initiatives, referenda, ordinances, rules, regulations, standards, orders,

judicial decisions, common law and other governmental, quasi-governmental and

utility company requirements (including those relating to the environment,

health and safety, or disabled persons).

(q) "LIQUIDATING DISTRIBUTION AMOUNT" shall have the meaning ascribed

to it in Section 12.

(r) "MAJOR DECISION" shall have the meaning ascribed to it in

Section 5.

(s) "MEMBER" shall mean each Person who (a) is an initial signatory to

this Agreement or has been admitted to the Company as a Member in accordance

with the express provisions set out in this Agreement and (b) has not resigned,

withdrawn, been expelled or, if other than an individual, dissolved.

(t) "MEMBER LOAN" shall mean any authorized loan made by a Member to

the Company during the term hereof.

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(u) "MEMBERSHIP INTEREST" shall mean a Member's entire right, title and

interest in, to and against the Company, the Project and the profits, losses,

capital and distributions of the Company, the right to vote on or participate in

the management and the right to receive information concerning the business and

affairs, of the Company.

(v) "OFFERING NOTICE" shall have the meaning ascribed to it in

Section 12.

(w) "PAID ENGINEERING AND PRE-DEVELOPMENT COSTS" shall have the meaning

provided above in the definition of Engineering and Pre-Development Costs.

(x) "PERCENTAGE INTEREST" shall mean fifty percent (50.0%) for M/I and

fifty percent (50.0%) for Ashton, as adjusted pursuant to this Agreement. Each

Member's Percentage Interest shall equal the ratio of such Member's Capital

Account relative to the aggregate amount of all Capital Accounts.

(y) "PERSON" shall mean an individual, general partnership, limited

partnership, limited liability company, corporation, trust, estate, real estate

investment trust association or any other entity or combination of Persons.

(z) "PURCHASE PRICE" shall have the meaning ascribed to it in

Section 12.

(aa) "REGULAR MEETING" shall have the meaning ascribed to it in

Section 4. (bb) "RESPONDING MEMBER" shall have the meaning ascribed to it in

Section 12.

(cc) "SPECIAL MEETING" shall have the meaning ascribed to it in

Section 4.

(dd) "TRANSFER" shall have the meaning ascribed to it in Section 9.

2. ORGANIZATIONAL MATTERS.

2.1 FORMATION OF COMPANY. The Company has been formed pursuant to the

provisions of the Florida Limited Liability Company Act, Florida Statutes

Chapter 608, as the same may be amended from time to time (the "Act"), and shall

be governed by the terms and conditions contained in this Agreement. The terms

"Member" and "Members" include the Members and their respective permitted

successors and assigns as members in the Company.

2.2 NAME. The business of the Company shall be conducted under the name of

"Palm Cove Developers, LLC" or any name mutually agreed upon by the Members.

2.3 TERM. The term of the Company commenced on December 22, 2004 (the

"Commencement Date") and shall continue until the Company is dissolved as

provided herein.

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2.4 CHARACTER OF BUSINESS. The express, limited and only purpose for which

the Company is formed is, and the business of the Company shall be, to acquire

the Property and to develop, improve, and distribute the Finished Lots to the

Company's Members as described herein. The Company shall have the power to do

and perform all things necessary for, connected with or arising out of such

activities and shall have the power to take such actions as may be necessary or

appropriate to accomplish such purposes and conduct such business. The Company

shall not engage in any other business without the prior written consent of the

Members. No Member shall have the authority to bind the other Member in any

capacity other than as a Member the of the Company, and nothing in this

Agreement shall create a relationship between the Members other than for the

purposes set forth in this Agreement.

2.5 NAMES AND ADDRESSES OF MEMBERS. The names of the Members are as shown

above. The addresses of the Members are set forth hereinafter.

2.6 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the

Company shall be located at 500 N. Westshore Boulevard, Suite 1020, Tampa,

Florida 33609, and may be relocated with the approval of all the Members to any

location within Florida.

2.7 REGISTERED OFFICE AND REGISTERED AGENT.

(a) For purposes of the Act, the registered office of the Company is

500 N. Westshore Boulevard, Suite 1020, Tampa, Florida 33609. The registered

office of the Company may be changed from time to time with the approval of the

Members; provided, any replacement of the Day-to-Day Manager shall automatically

be deemed the approval of a change in the registered office of the Company to

that of the address of the new Day-to-Day Manager.

(b) For purposes of the Act, the Company's registered agent for service

of process is Charles H. Carver, Esq., who, in addition to the Company, shall

provide a copy of each such notice to each Member. The registered agent of the

Company may be changed from time to time with the approval of the Members;

provided, any replacement of the Day-to-Day Manager shall automatically be

deemed the approval of a change in the registered agent of the Company to that

of the new Day-to-Day Manager.

2.8 TRADE NAME AFFIDAVITS. The Company will file such trade or fictitious

name affidavits as may be necessary or desirable in connection with the

formation, existence and operation of the Company (including those filings

required in any jurisdiction where the Company owns or operates property).

2.9 QUALIFICATION. The Company will promptly apply for authority to

transact business in those jurisdictions where it is required or elects to do

so. The Company will file such other certificates and instruments as may from

time-to-time be necessary or desirable in connection with its formation,

existence or operation.

2.10 MANAGER-MANAGED. The Company shall be manager-managed by the Day-to-

Day Manager.

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3. CAPITAL CONTRIBUTIONS, LOANS AND FUNDING OF PROJECT COSTS.

3.1 INITIAL CAPITAL CONTRIBUTION BY M/I. On or before the date that is

one (1) business day following the Members' execution and delivery of this

Agreement (or such other date as agreed to in writing by the Members), M/I shall

pay to Ashton in readily available federal funds Five Million Nine Hundred

Fifteen Thousand Five Hundred Sixty-six and 46/ 100 U.S. Dollars ($5,915,566.46)

(the "M/I Membership Interest Purchase Price") to acquire one-half (i.e., 50%)

of the total equity and Membership Interests in the Company, such that M/I's

Percentage Interest shall be 50%, and to reimburse Ashton for one half (i.e.,

50%) of the aggregate of the Paid Engineering and Pre-Development Costs, closing

costs, title and escrow fees and premiums and prorations paid by Ashton on or

before the Effective Date. The M/I Membership Interest Purchase Price, less the

amount to reimburse Ashton for one half (i.e., 50%) of the aggregate of the Paid

Engineering and Pre-Development Costs, closing costs, title and escrow fees and

premiums and prorations paid by Ashton on or before the Property Closing, is

intended to be 50.0% of the Purchase Price for the Property paid to Pulte to

acquire the Property. As part of M/I's payment of the M/I Membership Interest

Purchase Price, the M/I Deposit (as defined in the Letter Agreement) shall be

paid by the Escrow Agent (as defined in the Letter Agreement) to Ashton and

credited against the M/I Membership Interest Purchase Price. All amounts paid

under this Section 3.1 by M/I, including the M/I Membership Interest Purchase

Price, shall be credited to M/I's Capital Account upon the date of such payment

and the Members intend that on the date of such payments by M/I, Ashton's and

M/I's Capital Accounts shall be equal. As part of M/I's acquisition of its

Membership Interest, Ashton shall execute and deliver to M/I an assignment of

such Membership Interest in form and substance reasonably acceptable to Ashton

and M/I.

3.2 ADDITIONAL CAPITAL CONTRIBUTIONS. Except as otherwise provided below

in this Section 3.2, no Member shall be obligated to contribute additional

capital to the Company. Each Member, upon written call therefor (the "Capital

Call Notice") by the Day-to-Day Manager, shall promptly contribute to the

Company, in proportion to its respective Percentage Interest, additional Capital

Contributions (each, an "Additional Capital Contribution") in the event there

are insufficient funds to pay costs and expenses which are due and payable and

are in accordance with the Approved Project Budget and Plan. Capital Call

Notices shall only be made in accordance with the Approved Business Plan. In

addition to the foregoing, the Day-to-Day Manager shall reasonably consider and

consult with the non-managing Member on any request by the non-managing Member

to make a Capital Call Notice. Upon receipt of a Capital Call Notice delivered

pursuant to this Section 3.2, each Member shall have seven (7) business days to

make its share of the Additional Capital Contribution required thereby. If a

Member ("Non-Contributing Member") fails to fund to the Company its pro rata

share of any Additional Capital Contribution (a "Cash Deficit"), then the other

Member ("Contributing Member"), provided such Contributing Member has funded all

amounts required of such Contributing Member, shall have the right, but not the

obligation, to elect to do the following (which, except as provided in Section

5.5(c), shall be the sole and exclusive remedies of such Contributing Member

against such Non-Contributing Member):

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(a) DEFICIT LOAN. Fund the Cash Deficit to the Company, in which event the

amount so funded shall constitute a loan from the Contributing Member to the

Non-Contributing Member ("Deficit Loan"). The Non-Contributing Member shall

receive a credit to its Capital Account in the amount of such Deficit Loan. Each

Deficit Loan shall be an obligation with recourse and shall bear interest at the

per annum rate of four hundred (400) basis points over the Base Rate prevailing

on the date such loan is made, compounded monthly, and shall be due and payable

no later than upon demand (the "Due Date"). Until such Deficit Loan is paid in

full, all fees, payments and distributions otherwise payable to the

Non-Contributing Member shall be deemed to be paid or distributed to the

Non-Contributing Member for Company tax and accounting purposes, but such fees,

payments or distributions shall actually be paid or distributed directly to the

Contributing Member in repayment of such Deficit Loan, with such funds being

applied first to reduce any interest accrued on such Deficit Loan and then to

reduce the principal amount of such Deficit Loan. If such Deficit Loan and all

accrued interest thereon is not paid by the Due Date, the Contributing Member

may elect to (i) convert the outstanding principal amount of the Deficit Loan

and the accrued and unpaid interest thereon to capital of the Contributing

Member, thereby diluting the Non-Contributing Member's Percentage Interest as

detailed in Section 3.2(b) (the "Dilution Contribution"), (ii) exercise the

buy/sell provisions of Section 12 pursuant to Section 3.2(c), or (iii) extend

the Due Date of the Deficit Loan for an additional period of time.

(b) DILUTION. If a Contributing Member elects to convert the principal

amount of the Deficit Loan and the accrued interest thereon into a Dilution

Contribution in accordance with Section 3.2(a), the Capital Account of the

Members shall be adjusted such that the Non-Contributing Member's Capital

Account shall be decreased by amount due on the Deficit Loan and the

Contributing Member's Percentage Interest shall be similarly increased, with the

Members' Percentage Interests properly adjusted.

(c) BUY/SELL. Rather than make or continue a Deficit Loan as provided in

Section 3.2(a), a Contributing Member shall have the right to invoke the

provisions of Section 12, and the Non-Contributing Member shall be considered,

for purposes of Section 12, to be in default hereunder.

3.3 MEMBER LOANS. Except with the prior consent of all Members, no Member

shall be obligated or authorized to lend or advance money to the Company. To the

extent a Member Loan is made by a Member to the Company pursuant to this

Agreement, it shall be made without personal liability to any of the Members and

shall be unsecured. The unpaid principal balance of the Member Loan shall bear

interest at the Base Rate announced at the time of the making of the Member

Loan, not to exceed the maximum rate permitted by law. The Company shall pay in

full (i) the accrued interest on any such Member Loan and then (ii) the

principal amount of any such Member Loan, prior to any cash distributions

otherwise required or permitted pursuant to this Agreement to any of the

Members.

3.4 THIRD-PARTY LOANS AND GUARANTEES. It is the intention of the Members

that the Company will not seek third-party financing for the development and

improvement of the Project. However, the Day-to-Day Manager and the non-managing

Member shall, pursuant to

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Section 5.1(c), regularly consult regarding the Approved Business Plan and the

need for and mutually satisfactory terms, if any, of third-party financing for

the second phase of the Project. If the Members do not agree on the need for, or

the terms or conditions of, third-party financing, then no such third-party

financing shall be obtained. The Members' failure to agree upon any third-party

financing shall not invoke the provisions of Section 14.10(b).

3.5 CAPITAL CONTRIBUTIONS IN GENERAL. Except as otherwise expressly

provided in this Agreement or as may otherwise be agreed to in writing by the

Members (a) no part of the Capital Contributions of any Member may be withdrawn

by such Member, (b) no Member shall be entitled to receive interest on its

Capital Contributions, (c) no Member shall have the right to demand or receive

property, other than Finished Lots and except as otherwise provided herein, in

return for its Capital Contributions and (d) no Capital Contributions or loan

made by any Member to the Company shall increase its Percentage Interest.

4. MEMBERS.

4.1 LIMITED LIABILITY. Except as otherwise specifically provided herein,

no Member shall be personally liable under any judgment of a court, or in any

other manner, for any debt, obligation, or liability of the Company, whether

that liability or obligation arises in contract, tort, or otherwise.

4.2 ADMISSION OF ADDITIONAL MEMBERS. No additional Members shall be

admitted to the Company unless approved by all of the Members.

4.3 WITHDRAWALS OR RESIGNATIONS. No Member may withdraw or resign from the

Company without the prior written approval of all other Members.

4.4 REMUNERATION TO MEMBERS. Except as otherwise authorized in, or

pursuant to, this Agreement, no Member is entitled to remuneration for acting in

the Company business, including, without limitation, the Day-to-Day Manager of

the Company.

4.5 MEMBERS ARE NOT AGENTS. Pursuant to Section 5.1, the day-to-day

management of the Company is vested in the Day-to-Day Manager. Except as

expressly provided in this Agreement, no Member, acting solely in the capacity

of a Member, is an agent of the Company, nor can any Member in such capacity

bind, or execute any instrument on behalf of, the Company.

4.6 VOTING RIGHTS. The Members shall have the voting, approval or consent

rights provided in this Agreement.

4.7 MEETING OF THE MEMBERS.

(a) MEETINGS. Unless otherwise agreed to by the Members, regular

meetings of the Members shall be held not less often than monthly at the office

of the Day-to-Day Manager or such other place in Hillsborough or Pasco County as

the Members shall mutually determine (in each case, the "Regular Meeting"). Such

Regular Meetings may be held

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telephonically. In addition to any Regular Meetings, any Member may call a

special meeting ("Special Meeting") by giving at least four (4) days (if the

meeting is to be held in person) or two (2) days (if the meeting is held

telephonically) oral or written notice to the other Member. The notice shall

specify the place, date and hour of the meeting and the general nature of the

business to be transacted. If the place of any scheduled meeting is inconvenient

to any Member, such Member may require by at least one (1) business day's oral

or written notice to the other Member that such meeting be held telephonically.

(b) PURPOSE AND EFFECT. The Day-to-Day Manager shall endeavor to

prepare a written agenda for all Regular Meetings and deliver the same to each

Member prior to such meeting; provided, however, each Member shall be entitled

to add any matter it elects to such agenda at or before such meeting. The Member

calling a Special Meeting shall prepare a written agenda for such meeting and

deliver the same to the other Member prior to such meeting; provided, however,

each Member shall be entitled to add any matter it elects to such agenda at or

before such meeting. The Day-to-Day Manager shall be responsible for having

written minutes taken at each meeting (including each telephone conference

meeting) of the Members, which shall be sent to each Member within seven (7)

business days following such meeting. Whenever in this Agreement the consent or

approval of a Member is required, such consent or approval may be given without

a meeting if a writing signed by such Member evidences the same. Furthermore,

the Members may reach decisions regarding any matter which requires the approval

of all Members without a meeting if the decision is approved in writing by all

of the Members.

5. MANAGEMENT AND CONTROL OF THE COMPANY.

5.1 MANAGEMENT OF THE COMPANY BY DAY-TO-DAY MANAGER.

(a) Subject to the restrictions set forth in this Agreement, the

Day-to-Day Manager shall be the manager of the Company and shall use its

commercially reasonable efforts consistent with customary practices in the

industry utilized by top-tier residential land developers on projects which are

similar in type and size to the Project (the "Standard of Care") to manage and

administer the day-to-day business and affairs of the Company and to implement

the Approved Business Plan, all on the terms set forth herein. Ashton shall be

the Day-to-Day Manager of the Company unless and until it is replaced pursuant

to Section 5.5. The Day-to-Day Manager shall at all times perform its duties and

responsibilities in compliance with all Laws and this Agreement (including,

without limitation, the restrictions on Major Decisions set forth in Section 5.2

below), and in an efficient, thorough, businesslike manner, devoting such time,

efforts and managerial resources to the business of the Company as is necessary

for the efficient operation of the day-to-day business and affairs of the

Company consistent with the Standard of Care. The Day-to-Day Manager shall not

retire, resign, dissolve, withdraw or cause or suffer any event which terminates

the continued status of the Day-to-Day Manager as a Member or as the Day-to-Day

Manager hereunder without the prior written consent of M/I or as otherwise

expressly permitted by Section 5.5 below. The Day-to-Day Manager shall

faithfully discharge the duties and obligations set forth in this Agreement

consistent with the Standard of Care.

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(b) Without limiting the generality of the foregoing, the Day-to-Day

Manager shall have the following duties with respect to the development and

improvement of the Project, all to be carried out in accordance with this

Agreement and the Approved Business Plan:

(i) Obtain and maintain in compliance with all Laws, all

governmental and agency approvals, permits and other entitlements necessary to

proceed with the development and improvement of the Project;

(ii) Coordinate, control and supervise the preparation of such maps,

plats, plans and specifications as are necessary for the design, development and

construction of the Project;

(iii) Negotiate and award contracts with appropriate firms, persons,

or entities to obtain all materials and services required in order to complete

the Project in accordance with the Approved Business Plan;

(iv) Retain or employ and coordinate the services of all employees,

supervisors, architects, engineers, accountants, attorneys, real estate brokers,

advertising personnel and other persons necessary or appropriate for the

development of the Project;

(v) Supervise the performance of all work in connection with the

planning, development, construction, and sale of the Project;

(vi) Cause the Company to improve the Project in accordance with the

Pulte Contract, the Development Agreement, the Approved Project Budget and Plan

and substantially in accordance with the approved plans and specifications;

(vii) Enforce all of the Company's rights and cause the Company to

perform all of the Company's obligations arising in connection with any contract

or agreement entered into in connection with the Project;

(viii) Deliver to the Members copies of any notices or other written

materials received by the Day-to-Day Manager in connection with any material

disputes or claims relating to the Project (said disputes and claims shall be

deemed "material" if they reasonably could be anticipated to exceed the sum of

$50,000); and

(ix) Otherwise diligently perform those duties and services in order

to plan, develop and improve the Project in accordance with the Approved

Business Plan.

(c) The parties acknowledge that the Approved Business Plan will

require updating during the term of the Project. The Day-to-Day Manager shall

use good faith and diligent efforts to regularly consult with and update the

non-managing Member and shall seek the input of the non-managing Member in

connection with any material updating of the Approved Business Plan. The

Day-to-Day Manager shall use its commercially reasonable efforts to cause the

Project to be developed substantially in accordance with the Approved Business

Plan as it is

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updated and approved from time to time, including, without limitation, the line

items contained therein. Subject to the approval rights set forth in Section

5.2, the Day-to-Day Manager shall update the Approved Business Plan as set forth

below. Without limiting the generality of Sections 5.1(a) and 5.1(b), the

Day-to-Day Manager shall have the following additional rights and duties with

respect to the overall operation of the Company and ownership of the Project,

all to be carried out in accordance with this Agreement and the Approved

Business Plan:

(i) Update the Approved Project Budget and Plan on a not less often

than a semi-annual basis. In connection therewith, the Day-to-Day Manager shall

deliver on or before May 1 and November 1 of each year a draft of an updated

Approved Project Budget and Plan for approval by M/I, which approval shall not

be unreasonably withheld, delayed or denied. Unless and until approved by M/I,

the existing Approved Project Budget and Plan shall remain in effect subject to

modifications required by any increases in "Non-Discretionary Expenditures"

(defined below) in order to avoid a material adverse change to the financial

condition or assets of the Company. As used herein, "Non-Discretionary

Expenditures" shall mean expenditures which the Company is required to pay by

law or pursuant to existing contracts between the Company and any third party in

accordance with the Approved Business Plan and shall include unforeseen material

cost increases; change orders to the contractor contract required by the project

engineer, the soils engineer, the county, or because of unforeseen site

conditions confirmed by the appropriate engineer; repair costs necessary because

of engineer errors and omissions, repair costs beyond contractual obligation of

contractor; losses and replacements; costs of addressing emergencies; and costs

associated with weather or other matters of force majeure. At such time as the

draft updated Approved Project Budget and Plan has been approved by M/I, it

shall become the Approved Project Budget and Plan in effect until the same has

been updated and such update has been approved by M/I in accordance herewith. If

M/I has not approved a draft updated Approved Project Budget and Plan within

thirty (30) days following receipt thereof, it shall be deemed disapproved by

M/I; and

(ii) Update the Approved Project Contribution Plan (subject to the

limitations contained herein) on a not less than a quarterly basis. In

connection therewith, the Day-to-Day Manager shall deliver on or before February

1, May 1, August 1 and November 1 of each year a draft of the updated Project

Contribution Plan for approval by M/I, which approval shall not be unreasonably

withheld, delayed or denied. Unless and until approved by M/I and the Day-to-Day

Manager, the existing Approved Project Contribution Plan shall remain in effect;

provided, however, that if such existing Approved Project Contribution Plan is

insufficient to pay the costs and expenses of the Company in accordance with the

Approved Project Budget and Plan, then the Members shall fund such costs and

expenses through additional Capital Contributions pursuant to Section 3.2 above.

At such time as the draft updated Approved Project Contribution Plan has been

approved by M/I and the Day-to-Day Manager, it shall become the Approved Project

Contribution Plan in effect until the same has been updated and such update has

been approved by M/I and the Day-to-Day Manager in accordance herewith. If M/I

or the Day-to-Day Manager has not approved a draft updated Approved Project

Contribution Plan within thirty (30) days following receipt thereof, it shall be

deemed disapproved by M/I or the Day-to-Day Manager, as applicable.

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(d) Notify the Members (i) in advance of public hearings and other

proceedings relating to entitlements and permits for the Project and (ii) of any

matter giving rise to a Major Decision pursuant to Section 5.2 below.

5.2 MAJOR DECISIONS. Except for actions taken by the Day-to-Day Manager

with respect to an Emergency Situation in accordance with Section 5.9 below, the

Day-to-Day Manager shall not take any of the following actions on behalf of the

Company (in each case the taking of which shall be hereinafter referred to as a

"Major Decision") without the prior written consent of each Member. Major

Decisions shall bind the Company and all Members upon such written consent.

(a) Update (or otherwise amend or modify) any component of the Approved

Business Plan in any manner;

(b) Sell, convey, exchange, lease, hypothecate, pledge, encumber or

otherwise transfer any portion of or any interest in the Project or the Company,

other than contemplated in the Approved Project Business Plan and this

Agreement;

(c) Sell, convey, exchange or otherwise transfer any portion of the

Property in either (i) a bulk sale, or (ii) any other transaction inconsistent

with this Agreement;

(d) Expend funds or enter into an obligation on behalf of the Company

if the amount of such expenditure or obligation would either (i) exceed 112% of

any line item of the Development Costs component of the Approved Project Budget

and Plan; (ii) exceed 110% of any line item of the Operating Costs component of

the Approved Project Budget and Plan, (iii) increase the cost per Finished Lot

by more than $500 in the aggregate or (iv) result in an increase in the Capital

Contributions previously approved by or required from any Member beyond the

amounts required or permitted by Section 3 of this Agreement;

(e) Incur any indebtedness on behalf of the Company, make or deliver on

behalf of the Company any indemnity bond or surety bond, lend funds belonging to

the Company to any Member or its Affiliate or to any third party, or extend

credit on behalf of the Company to any person, or obligate the Company or

another Member as a surety, guarantor, or accommodation party to any obligation,

or grant any lien or encumbrance on the Property, including, without limitation,

any modification of any of the foregoing, unless in accordance with the Approved

Business Plan;

(f) Submit proposals to, or enter into agreements with, government

officials relating to mapping, development, zoning, subdivision, environmental

or other land use or entitlement matters, unless in accordance with the Approved

Business Plan (provided, however, the foregoing only applies to governmental

approvals or agreements that are discretionary and not ministerial in nature,

such ministerial acts by themselves not being deemed to be a Major Decision so

long as such ministerial action is consistent with the Approved Business Plan

and current entitlements for the Property). Without limiting the above, the

Day-to-Day Manager shall

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not cause any entitlements existing as of the Commencement Date to be modified

without the consent of M/I;

(g) The delegation by the Day-to-Day Manager of any of its duties set

forth herein (other than to its manager, directors, officers, employees and any

contractors, agents or consultants engaged by the Company in accordance with the

Approved Project Budget and Plan, including the site development contractor

approved by the Members); provided, however, that the Day-to-Day Manager shall

only delegate its duties to such individuals and entities with the appropriate

level of experience and seniority to perform such duties in accordance with this

Agreement and, provided further, the selection of a site development contractor,

and its contract with the Company, shall be a Major Decision;

(h) Except as otherwise expressly authorized by this Agreement, enter

into any transaction on behalf of the Company with a Member or an Affiliate or

related party of any Member;

(i) Take any other action or make any other decision that this

Agreement provides must be approved or consented to by each Member;

(j) Possess, assign, or use funds or other property of the Company for

other than a Company purpose;

(k) Make, execute or deliver on behalf of the Company an assignment for

the benefit of creditors; cause the Company, a Member's Membership Interest or

the Project or any part thereof or interest therein to be subject to the

authority of any trustee, custodian or receiver or to be subject to any

proceeding for bankruptcy, insolvency, reorganization, arrangement, readjustment

of debt, relief of debtors, dissolution or liquidation or similar proceedings;

(l) Partition all or any portion of the assets of the Company, or file

any complaint or institute any proceeding at law or in equity seeking such

partition;

(m) Confess a judgment against the Company; settle or adjust any claims

against the Company; or commence, negotiate or settle any legal actions or

proceedings brought by the Company against unaffiliated third parties in excess

of $25,000;

(n) Except as provided in this Agreement, dissolve, terminate or

liquidate the Company prior to the expiration of its term;

(o) Effectuate the recapitalization, equity splitting or any similar

transaction of or with respect to the Company, or the issuance of any equity

interest, debentures or other securities of or in the Company or the issuance of

any options, warrants or rights to purchase or acquire or effectuate any of the

foregoing; or

(p) Do any act that would make it impossible to carry on the business

of the Company.

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5.3 EXECUTION OF COMPANY DOCUMENTS. The Day-to-Day Manager, acting alone,

shall have the authority to execute and deliver, on behalf of the Company,

agreements, instruments or other documents to which the Company will be a party

or be bound, so long as such agreements, instruments or other documents are

consistent with this Agreement and the Approved Business Plan.

5.4 INSURANCE.

(a) COMPANY POLICIES. In accordance with the Approved Business Plan,

the Day-to-Day Manager shall purchase and maintain, or shall cause to be

purchased and maintained, or shall retain existing coverage and maintain, for

and at the expense of the Company, policies of insurance standard for businesses

such as the Company (i) for the Company's operations, (ii) for the protection of

the Company's assets, and (iii) as may be reasonably required to comply with

third-party requirements, and shall provide the Members with the certificates or

other evidence of insurance coverage as provided therein.

(b) CONTRACTORS' INSURANCE OBLIGATIONS. The Day-to-Day Manager shall

require the Project's general contractors and all subcontractors to at all times

obtain and comply with the insurance requirements set forth on EXHIBIT "C"

attached and incorporated herein by reference.

(c) FUTURE COOPERATION. The Members recognize that the commercial

availability of insurance to cover the Company's and its contractors' and

agents' operations is subject to changing market conditions. In connection

therewith, the Members agree to cooperate and work together in good faith to

find alternative risk management strategies in the event that any of the

insurance required by this Agreement becomes commercially unavailable or is

financially prohibitive in cost.

5.5 ELECTION, RESIGNATION, REMOVAL OF DAY-TO-DAY MANAGER.

(a) NUMBER, TERM, AND QUALIFICATIONS. The Company shall have one Day-

to-Day Manager. Unless it is removed or resigns with the consent of the

non-managing Member, the Day-to-Day Manager shall hold office until a successor

shall have been elected and qualified. Unless the Day-to-Day Manager is removed

pursuant to Section 5.5(c), a new Day-to-Day Manager may not be appointed

without the unanimous affirmative vote of all Members. The Day-to-Day Manager

shall be a Member, but need not be an individual, a resident of the State of

Florida or a citizen of the United States.

(b) RESIGNATION. The Day-to-Day Manager may not resign without the

prior written approval of all the Members. The approved resignation of the

Day-to-Day Manager shall not affect the Day-to-Day Manager's rights as a Member,

and shall not constitute a withdrawal of the Day-to-Day Manager as a Member.

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(c) REMOVAL. Ashton shall cease to be the Day-to-Day Manager if Ashton

(or its authorized successor) ceases to be a Member of the Company or ceases to

beneficially own its Membership Interest, and, in such event, M/I shall have the

sole right to remove Ashton and appoint a new Day-to-Day Manager. Otherwise, the

Day-to-Day Manager may be removed only for "cause." For purposes of this Section

5.5(c), "cause" shall mean (i) the fraud, gross negligence, willful misconduct,

embezzlement or bankruptcy of the Day-to-Day Manager or (ii) a breach of the

Day-to-Day Manager's obligations as (A) a Member or (B) Day-to-Day Manager.

Unless waived in writing by the non-managing Member, the Day-to-Day Manager

shall be removed immediately upon the occurrence of such for "cause" event;

provided, however, with respect to the for "cause" events under clause (ii)

above such removal shall only be effective where the Day-to-Day Manager has

failed to cure such breach within thirty (30) days following its receipt of

notice from the non-managing Member of such for "cause" event, except for

monetary breaches which must be cured within fifteen (15) days from receipt of

such notice.

Except as set forth above in this Section 5.5(c), the Day-to-Day

Manager may only be removed upon the decision of all Members, in which event the

Members shall, as a Major Decision, mutually agree upon a new Day-to-Day Manager

within thirty (30) days of the removal of the previous Day-to-Day Manager and,

if unable to do so, either party, as its sole remaining remedy, may exercise the

buy-sell provisions of Section 12 hereof. Upon the removal of the Day-to-Day

Manager, the Members shall account to each other with respect to all uncompleted

business, and shall otherwise cooperate in good faith to effect an orderly

transition of the management of the affairs of the Company. The party or parties

appointing the new Day-to-Day Manager may enter into a contract on behalf of the

Company with such new Day-to-Day Manager on such terms and conditions

(including, without limitation, compensation) as are determined in the

reasonable business judgment of the appointing party or parties. Upon its

removal, any former Day-to-Day Manager shall deliver to the Company all books,

records and other instruments in its possession or under its control relating to

the Project. The removal of Ashton (or its authorized successor) as the

Day-to-Day Manager shall not affect Ashton's (or such successor's) rights as a

Member, and shall not constitute a withdrawal of Ashton (or such successor) as a

Member; however, (a) such removed Day-to-Day Manager shall not receive any

further payments of the fee set forth in Section 6.2 below and (b) upon any such

removal, (i) M/I may appoint a new Day-to-Day Manager, and (ii) notwithstanding

anything herein to the contrary, neither Ashton nor its authorized successor

shall thereafter have any right to vote on Major Decisions or otherwise manage

or participate in the business, affairs or management of the Company if Ashton

is removed solely as a result of Ashton's fraud, willful misconduct,

embezzlement or bankruptcy.

5.6 MEMBERS HAVE NO DAY-TO-DAY MANAGERIAL AUTHORITY. The Members shall

have no power to participate in the management of the Company except as

expressly authorized by this Agreement.

5.7 COMPETING ACTIVITIES. The Members and their respective Affiliates may

engage or invest in, independently or with others, any business activity of any

type or description, including, without limitation, those that might be the same

as or similar to the Company's business and that might be in direct or indirect

competition with the Company. Neither the

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Company nor any Member shall have any right in or to such other ventures or

activities or to the income or proceeds derived therefrom, and the fiduciary

duties of the Members to each other and the Company shall be limited solely to

those arising from the purposes of the Company described in Section 2.4 above.

The Members shall not be obligated to present any investment opportunity or

prospective economic advantage to the Company, even if the opportunity is of the

character that, if presented to the Company, could be taken by the Company. The

Members shall have the right to hold any investment opportunity or prospective

economic advantage for their own account or to recommend such opportunity to

persons other than the Company.

5.8 THIRD PARTY RELIANCE. Any person not a party to this Agreement who

shall deal with the Company shall be entitled to rely conclusively upon the

power and authority of the Day-to-Day Manager as set forth herein.

5.9 EMERGENCY SITUATIONS. Notwithstanding anything herein to the contrary,

if the Day-to-Day Manager, in its reasonable business judgment, concludes that

emergency repairs, replacements or other actions (including by way of example

and not limitation, the signing of documents) are immediately necessary for the

preservation or safety of persons or any portion of the Project (individually or

collectively, an "Emergency Situation") and the Day-to-Day Manager, after using

reasonably diligent efforts, is unable to consult with the non-managing Member

prior to taking any action in such Emergency Situation, then the Day-to-Day

Manager may take said action without the prior approval of the non-managing

Member. If the Day-to-Day Manager takes such action by reason of an Emergency

Situation, the Day-to-Day Manager shall notify the non-managing Member in

writing as quickly as possible after the taking of such action, the reasons

therefore and the cost thereof. The Members agree to cooperate to establish

appropriate emergency notification procedures under this Agreement.

6. COMPENSATION AND REIMBURSEMENTS TO MEMBERS.

6.1 NO RIGHT TO COMPENSATION FOR SERVICES. Except as provided in this

Agreement, no Member shall receive compensation for services rendered to the

Company or for overhead expenses of any kind whatsoever. The fees to the

Day-to-Day Manager set forth in this Section 6 are fees and not distributions

for the purposes of this Agreement.

6.2 MANAGER FEE. In consideration for the services to be performed

hereunder by the Day-to-Day Manager in connection with its obligations set out

in this Agreement, M/I shall pay the Day-to-Day Manager a fee (the "Manager

Fee") equal to Three Hundred Dollars ($300.00) per Finished Lot distributed to

M/I pursuant to this Agreement as and when such a Finished Lot is delivered. The

Company anticipates having approximately 364 Finished Lots.

6.3 EXPENSES. The Day-to-Day Manager shall be entitled to receive

reimbursement from the Company for only those reasonable third-party costs and

expenses actually incurred by the Day-to-Day Manager on behalf of the Company in

accordance with the Approved Project Budget and Plan; provided, however, the

Day-to-Day Manager shall not be entitled to any reimbursement or credit of any

kind whatsoever for the costs and expenses incurred by the Day-

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to-Day Manager or any Affiliate of the Day-to-Day Manager in the performance of

its obligations hereunder which are covered by the Manager Fee.

6.4 COMMISSIONS, BROKER'S FEES, ETC. M/I and Ashton hereby represent

and warrant to the other that such Member has employed no broker or finder in

connection with the formation of the Company or acquisition of the Property. M/I

and Ashton each agree to indemnify and hold the other harmless from and against

any and all claims, liabilities, damages, losses and expenses (including,

without limitation, attorneys' fees) arising from or in connection with such

party's breach of the representation set forth in this Section 6.4.

7. ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS.

7.1 TAX AND ACCOUNTING. The Members intend that the Company shall be

treated as a "partnership" for Federal, state and local income and franchise tax

purposes. In furtherance of the foregoing intention, the Company and (at the

request of and at the direction of the Company) the Members shall take such

actions as may be required in order to give affect to such intent. Under no

circumstance shall the Company or any Member take any action that is

inconsistent with the foregoing intention.

7.2 ALLOCATIONS OF LOSSES. Except to the extent provided in Section

7.4, if there shall be taxable losses of the Company for a fiscal year of the

Company, such taxable losses shall be allocated between the Members in the

following order:

(i) first, to the Members (in proportion to the amounts of losses to

be allocated in accordance with this Section 7.2(i)) until there have been

allocated to each Member losses equal to the excess, if any, of (X) the

cumulative amount of income allocated to such Member pursuant to Section

7.3(iii) hereof through and including such fiscal year; and (Y) the cumulative

amount of losses allocated to such Member pursuant to this Section 7.2(i)

through and including such fiscal year;

(ii) next, to the Members to cause, to the extent possible, their

respective Capital Account balances to be in proportion to their then respective

Percentage Interests; and

(iii) next, to the Members, in accordance with their then respective

Percentage Interests.

7.3 ALLOCATIONS OF INCOME. Except to the extent provided in Section

7.4, if there shall be taxable income of the Company for a fiscal year of the

Company, such taxable income shall be allocated between the Members in the

following order:

(i) first, to the Members (in proportion to the amounts of income to

be allocated in accordance with this Section 7.3(i)) until there shall have been

allocated to each Member income equal to the excess, if any, of (X) the

cumulative amount of losses allocated to such Member pursuant to Section

7.2(iii) hereof through and including such fiscal year; and (Y)

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the cumulative amount of income allocated to such Member pursuant to this

Section 7.3(i) through and including such fiscal year;

(ii) next, to the Members to cause, to the extent possible, their

respective Capital Account balances to be in proportion to their then respective

Percentage Interests; and

(iii) next, to the Members, in accordance with their then respective

Percentage Interests.

7.4 SPECIAL ALLOCATIONS.

(a) QUALIFIED INCOME OFFSET. If any Member unexpectedly receives an

adjustment, allocation or distribution described in Regulations Section

1.704-1(b)(2)(ii)(d)(4), (5) or (6) in any fiscal year or other period which

would cause such Member to have a deficit Capital Account balance as of the end

of such fiscal year or other period, 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 specially allocated to such Member in an amount

and manner sufficient to eliminate, to the extent required by the Regulations,

the deficit Capital Account balance of such Member as quickly as possible. This

Section 7.4(a) is intended to comply with the qualified income offset provision

in Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted

consistently therewith.

(b) COMPANY MINIMUM GAIN CHARGEBACK. If there is a net decrease in

"Partnership Minimum Gain" (as determined in accordance with the principles of

Regulation Section 1.704-2(d)) during a Company fiscal year or other period,

each Member shall be allocated items of Company income and gain for such fiscal

year or other period (and, if necessary, for subsequent fiscal years or periods)

in proportion to, and to the extent of, such Member's share of such net

decrease, except to the extent such allocation would not be required by

Regulations Section 1.704-2(f). The amounts referred to in this Section 7.4(b)

and the items to be so allocated shall be determined in accordance with

Regulations Section 1.704-2. This Section 7.4(b) is intended to constitute a

"minimum gain chargeback" provision as described in Regulations Section

1.704-2(f), and shall be interpreted consistently therewith and with Regulation

Section 1.704(e)(3).

(c) MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK. If there is a

net decrease in "Partner Nonrecourse Debt Minimum Gain" (as defined in

Regulation Section 1.704-2(i)(2)) during a Company fiscal year or other period,

each Member shall be allocated items of Company income and gain for such fiscal

year or other period (and, if necessary, for subsequent fiscal years or periods)

equal to such Member's share of such net decrease, except to the extent such

allocation would not be required by Regulations Section 1.704-2(i)(4). The

amounts referred to in this Section 7.4(c) and the items to be so allocated

shall be determined in accordance with Regulations Section 1.704-2. This Section

7.4(c) is intended to comply with the minimum gain chargeback requirement

contained in Regulations Section 1.704-2(i)(4), and shall be interpreted

consistently therewith.

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(d) MEMBER NONRECOURSE DEDUCTIONS. "Partner Nonrecourse Deductions"

(as defined in Regulation Section 1.704-2(b)(1)) for any fiscal year or other

period shall be specially allocated to the Members who bear the economic risk of

loss for the Partner Nonrecourse Debt (as defined in Regulations Section

1.704-2(b)(4)) to which such Member Nonrecourse Deductions are attributable, as

provided in Regulations Section 1.704-2(i)(1).

(e) NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for any fiscal

year shall be allocated to the Members in accordance with their respective

Percentage Interests.

(f) EXCESS NONRECOURSE LIABILITIES. Nonrecourse Debts of the Company

which constitute "Excess Nonrecourse Liabilities" (as defined in Regulations

Section 1.704-2(b)(3)) shall be allocated among the Members in accordance with

their respective Percentage Interests.

(g) ORDERING RULES. Anything contained in this Agreement to the

contrary notwithstanding, allocations for any fiscal year or other period of

Nonrecourse Deductions or Member Nonrecourse Deductions, or of items required to

be allocated pursuant to the minimum gain chargeback requirements contained in

Section 7.4(b) and Section 7.4(c) hereof, shall be made before any other

allocations hereunder.

(h) SECTION 704(C) ALLOCATIONS. Notwithstanding Section 7.2 and 7.3,

the gain or loss for federal income tax purposes from the sale or other

disposition of Finished Lots and parcels at the Project shall be allocated to

the Members in accordance with the requirements of Section 704(c) of the Code

and the Treasury Regulations promulgated thereunder, using the traditional

method of allocations contained in Section 1.704-3(b) of the Treasury

Regulations and based upon the fair market values set forth in Section 3.1. Any

gain or loss in excess of the amount allocated pursuant to the preceding

sentence shall be allocated between the Members as provided in Section 7.2 or

Section 7.3, as the case may be.

7.5 NO NEGATIVE CAPITAL ACCOUNT MAKEUP. No Member shall have any

obligation to contribute funds to bring any negative balance in its Capital

Account to zero.

7.6 ORDER OF DISTRIBUTION OF AVAILABLE CASH. Available Cash may be

distributed to the Members pro rata in accordance with their respective

Percentage Interests at such times, and in such amounts as reasonably determined

by the Day to Day Manager; provided, however, that Available Cash shall not be

distributed without the consent of the non-Managing Members), which consent

shall not be unreasonably withheld or delayed.

7.7 FORM OF DISTRIBUTION. A Member has no right to demand and receive

any distribution from the Company in any form other than the Finished Lots

except as otherwise provided herein.

7.8 RETURN OF DISTRIBUTIONS. Except for distributions made in violation

of the Act or this Agreement, no Member shall be obligated to return any

distribution to the Company or pay the amount of any distribution for the

account of the Company or to any creditor of the Company.

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The amount of any distribution returned to the Company by a Member or paid by a

Member for the account of the Company or to a creditor of the Company pursuant

to the previous sentence shall be added to the account or accounts from which it

was subtracted when it was distributed to the Member.

8. DISSOLUTION AND WINDING UP.

8.1 DISSOLUTION. The Company shall be dissolved, its assets shall be

disposed of, and its affairs wound up on the first to occur of the following:

(a) upon the sale or distribution of all or substantially all of the

assets of the Company including the distribution of all Finished Lots to the

Members and conveyance of any common areas to the homeowners association, and

the collection by the Company of any and all cash and other assets derived

therefrom; or

(b) an election to dissolve the Company made in writing by all the

Members.

8.2 WINDING UP. Upon the occurrence of any event specified in Section

8.1, the Members shall determine the manner in which the affairs of the Company

shall be wound up (which may include the sale of any remaining portion of the

Property). The Company shall engage in no further business thereafter other than

that necessary to wind up the business and distribute the assets. The Company

shall continue to allocate profits and losses during the winding up period in

the same manner as such amounts were divided before dissolution.

8.3 ORDER OF PAYMENT OF LIABILITIES UPON DISSOLUTION. After determining

that all debts and liabilities of the Company in the process of winding-up,

debts and liabilities to Members and other parties who are creditors of the

Company, and the repayment of construction or other loans to the Company have

been paid or adequately provided for, the remaining assets shall be distributed

to the Members in accordance with Section 7.6 above.

8.4 LIMITATIONS ON PAYMENTS MADE IN DISSOLUTION. Each Member shall only

be entitled to look solely to the assets of the Company for the return of its

positive Capital Contribution, and shall have no recourse for the return of its

Capital Contribution and/or share of net profits (upon dissolution or otherwise)

against the Day-to-Day Manager or any Member.

9. TRANSFER OF INTEREST.

9.1 TRANSFER AND ASSIGNMENT OF INTERESTS. A Member shall not transfer,

assign, convey, sell, encumber or in any way alienate (collectively, "Transfer")

all or any part of its Membership Interest without the prior written consent of

the other Member(s), except as otherwise provided herein. Transfers in violation

of this Section 9.1 shall be null and void ab initio. After the consummation of

any Transfer of any part of a Membership Interest, the Membership Interest so

transferred shall continue to be subject to the terms and provisions of this

Agreement and any further Transfers shall be required to comply with all the

terms and provisions of this Agreement.

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9.2 FURTHER RESTRICTIONS ON TRANSFER OF INTERESTS. In addition to other

restrictions found in this Agreement, no Member shall Transfer all or any part

of such Member's Membership Interest without compliance with all applicable

federal and state securities law.

9.3 SUBSTITUTION OF MEMBERS. An assignee of a Membership Interest shall

have the right to become a substitute Member only if (i) the requirements of

this Section 9 are satisfied, (ii) the assignee executes an instrument

satisfactory to all of the Members accepting and adopting the terms and

provisions of this Agreement, (iii) the Assignee pays any reasonable expenses

incurred by the Company in connection with its admission as a new Member, and

(iv) the other Member consents in writing to the substitution in its sole and

absolute discretion.

9.4 PERMITTED TRANSFERS. Notwithstanding the restrictions set forth in

Sections 9.1 or 9.3, a Member shall have the right without the consent of the

other Member to Transfer all or a portion of its Membership Interest to an

Affiliate; provided, however, that for so long as Ashton is the Day-to-Day

Manager, any such Transfer by Ashton must be to an Affiliate approved by M/I in

writing, which approval shall not be unreasonably withheld, delayed or denied.

The admission of a Member's Affiliate as a substitute Member in place of such

Member shall not result in the release of the Member who assigned the Membership

Interest from any liability or obligations that such Member may have to the

Company.

9.5 RIGHT OF FIRST REFUSAL. Notwithstanding the restrictions set forth

in Sections 9.1 or 9.3, M/I grants to Ashton and Ashton grants to M/I the right

of first refusal to purchase the other party's Membership Interest in the

Company on the following terms and conditions:

(a) Each party's right of first refusal shall be exclusive and

neither party shall grant similar or the same right to any other;

(b) If M/I or Ashton, directly or indirectly, enter into a bona

fide, arms length and binding agreement to sell its Membership Interest in the

Company (the "Notifying Party's Agreement"), such party shall notify ("Notifying

Party") the other party (the "Receiving Party") that the Notifying Party entered

into such Notifying Party's Agreement, which notice to be valid must include a

complete and legible copy of the Notifying Party's Agreement, including all

exhibits and any other terms and conditions applicable to the Notifying Party's

Agreement;

(c) The Receiving Party shall have thirty (30) days following the

Receiving Party's receipt of the Notifying Party's notice (which notice shall

not be deemed sufficient unless it complies with the terms and conditions of

this Agreement) to elect to accept the terms and conditions of the Notifying

Party's Agreement, except as set forth below, by delivering written notice

thereof to the Notifying Party on or before the end of such thirty (30) days;

notwithstanding the foregoing, however, if the Receiving Party elects to accept

the terms and conditions of the Notifying Party's Agreement, the Receiving Party

shall have the further right to purchase the Membership Interest of the

Notifying Party for a purchase equal to the lesser of (i) the purchase price for

the Notifying Member's Membership Interest as set forth in the Notifying Party's

Agreement and (ii) the amount allocated to such Notifying Party's Capital

Account.

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(d) If the Receiving Party elects in its sole discretion not to (or

fails to) accept the terms of the Notifying Party's Agreement, the Notifying

Party shall be free to sell the Notifying Party's Membership Interest in the

Company under the terms and conditions of the Notifying Party's Agreement but

only so long as (i) the transaction contemplated by the Notifying Party's

Agreement closes within ninety (90) days from the date of the Notifying Party's

receipt of the Receiving Party's election not to accept the Notifying Party's

Agreement (regardless of any contrary terms of the Notifying Party's Agreement)

and (ii) such closing occurs on substantially the same terms and conditions

under the Notifying Party's Agreement (without limiting the generality of the

foregoing, a reduction of the purchase price under the Notifying Party's

Agreement of greater then two percent (2%) shall be deemed a substantial change

in the Notifying Party's Agreement);

(e) If the Receiving Party elects not to accept the Notifying

Party's Agreement and the transaction described in the Notifying Party's

Agreement fails to timely close or to close on the conditions herein required

for any reason, then the Receiving Party's right of first refusal shall be

deemed reinstated and the Notifying Party shall not be entitled to close under

the Notifying Party's Agreement or any other agreement without re-offering or

offering the Notifying Party's Agreement or such other to the Receiving Party;

(f) A Notifying Party shall not be entitled to sell less than one

hundred percent (100%) of its Membership Interest in the Company;

(g) Delivery of any notice required hereunder by the Notifying Party

or Receiving Party shall be made in writing under the terms required for

delivery of notice hereunder;

(h) A direct or indirect transfer of an interest in the Property

that does not strictly comply with the terms and conditions of this Agreement

shall not terminate the non-transferring party's right of first refusal; and

(i) If the Receiving Party accepts the terms of the Notifying

Party's Agreement but fails to close as required, then the Notifying Party's

sole and exclusive remedy shall be to either enforce an action for specific

enforcement and receive its costs of such action or to terminate the Receiving

Party's right of first refusal as agreed upon liquidated damages.

10. ACCOUNTING, RECORDS, REPORTING BY MEMBERS.

10.1 BOOKS AND RECORDS. The books and records of the Company shall be

kept, and the financial position and the results of its operations recorded, on

an accrual basis by the Day-to-Day Manager in accordance with generally accepted

accounting principles. The books and records of the Company shall reflect all

the Company transactions and shall be appropriate and adequate for the Company's

business. The Company shall maintain at its principal office in Florida all of

the following:

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(a) A current list of the full name and last known business or

residence address of each Member set forth in alphabetical order, together with

the Capital Contributions, Capital Account and Percentage Interest of each

Member;

(b) A copy of the Articles and any and all amendments thereto

together with executed copies of any powers of attorney pursuant to which the

Articles or any amendments thereto have b