AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           T.R. WINSTON & COMPANY, LLC



     This  Amended  and  Restated  Limited  Liability  Company  Agreement  (this

"Agreement") of T.R.  Winston & Company,  LLC (the "Company") is entered into as

of the 20th day of August,  2003, by and among Kent Financial Services,  Inc., a

Delaware corporation, as the initial Member of the Company (the "Initial Member"

or "Kent"), G. Tyler Runnels ("Runnels") and John W. Galuchie,  Jr. ("Galuchie,"

and collectively with Runnels, the "New Members").



     The Initial Member  heretofore  formed a limited liability company pursuant

to and in accordance with the Delaware Limited  Liability  Company Act (6 Del.C.

ss. 18-101,  et seq.),  by filing a Certificate of Formation of the Company with

the  office of the  Secretary  of State of the State of  Delaware  on August 18,

2003,  and entering into a Limited  Liability  Company  Agreement of the Company

dated and effective as of August 18, 2003 (the "Original Agreement").



     Effective as of August 20, 2003, T.R. Winston & Company, Inc., a New Jersey

corporation,  was merged with and into the Company,  with the Company  being the

surviving entity, in accordance with the laws of both Delaware and New Jersey.



     The Company desires to distribute  membership  interests to the New Members

upon the terms set forth  herein and to admit the New  Members as members of the

Company.



     The parties  hereto  desire to continue the Company as a limited  liability

company  under  the  Delaware  Limited  Liability  Company  Act and to amend and

restate the Original Agreement in its entirety.



     In  consideration  of the agreements and obligations set forth herein,  and

for other good and valuable consideration,  the receipt and sufficiency of which

are hereby acknowledged, the parties hereto hereby agree as follows:



                                    ARTICLE I

                                  DEFINED TERMS



     Section 1.1 Definitions. As used in this Agreement:

                 ------------



     "Adjusted  Capital Account Deficit" means, with respect to any Unit Holder,

the deficit balance, if any, in such Unit Holder's Capital Account as of the end

of the relevant Fiscal Year, after giving effect to the following adjustments:



          (i) Credit  to such  Capital Account any amounts that such Unit Holder

is obligated to restore or is deemed to be obligated to restore  pursuant to the

penultimate   sentences  of  Treasury   Regulation   ss.ss.   1.704-2(g)(1)  and

1.704-2(i)(5); and



{PAGE}



          (ii)  Debit to such Capital  Account the items described  in  Treasury

Regulation ss.ss. 1.704-1(b)(2)(ii)(d)(4), (5), and (6).



     The foregoing definition of Adjusted Capital Account Deficit is intended to

comply with the provisions of Treasury Regulation ss.  1.704-1(b)(2)(ii)(d)  and

shall be interpreted consistently therewith.



     "Affiliate"  means,  with  respect to a  specified  Person,  (i) any Person

directly,  or  indirectly  through  one  or  more  intermediaries,  controlling,

controlled by or under common control with the specified Person, (ii) any Person

owning (or otherwise  controlling the voting rights with respect to) ten percent

(10%) or more of the outstanding voting interests of the specified Person, (iii)

any Person that is an officer or director of, general partner in, trustee of, or

serves in a similar  capacity  with respect to, the specified  Person,  (iv) any

Person who is an officer or director  of,  general  partner  in,  trustee of, or

holder of ten percent (10%) or more of the outstanding  voting  interests of any

Person  described in Clauses (i) through (iii) of this  sentence,  or (v) if the

specified  Person is an individual,  the spouse,  child,  grandchild,  parent or

grandparent  of the  specified  Person.  For purposes of the  definition  in the

immediately  preceding sentence,  the term "controls," "is controlled by" or "is

under common control with" shall mean the possession, direct or indirect, of the

power to direct or cause the  direction  of the  management  and  policies  of a

Person,  whether  through the  ownership  of voting  securities,  by contract or

otherwise.



     "Agreement"  means this  Amended and  Restated  Limited  Liability  Company

Agreement of T.R. Winston & Company,  LLC, as further  amended,  supplemented or

restated from time to time.



     "Assign"  means,  with  respect to the  interest in the Company of any Unit

Holder, to sell, transfer,  pledge, encumber,  mortgage or otherwise hypothecate

such interest, and "Assignment" has a correlative meaning.



     "Assignee"  means any Person who is a transferee of a Member's  interest in

the  Company,  or part  thereof,  and who does not  become a  Substitute  Member

pursuant to Section 13.1 hereof.



     "Capital  Account"  means,  with  respect to any Unit  Holder,  the account

maintained for such Unit Holder in accordance with the provisions of Section 4.4

hereof.



     "Capital  Contribution"  means,  with  respect  to  any  Unit  Holder,  the

aggregate  amount of money and the initial  Gross  Asset  Value of any  property

(other  than  money)  contributed  to the  Company  pursuant to Section 4.1 with

respect to the Units held by such Unit Holder.  In the case of a Unit Holder who

acquires an interest in the  Company by virtue of an  Assignment  in  accordance

with the terms of this  Agreement,  "Capital  Contribution"  has the meaning set

forth in Section 4.4(i) hereof.



     "Certificate"  means the  Certificate  of Formation  filed on behalf of the

Company  with the office of the  Secretary  of State of the State of Delaware on

August 18, 2003, and all amendments thereto and restatements thereof required by

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