OPERATING AGREEMENT

                                       OF

                             OFFICE AND STORAGE LLC



         THIS OPERATING AGREEMENT (this "Agreement") is effective as of March 6,

2003, by and among the following parties:



         (1)      RESORTQUEST HAWAII, LLC, a Hawaii limited liability company

("ResortQuest") as the initial Member of the Company;



         (2)      JOHN DARREL KLONINGER, a Hawaii resident ("Kloninger"), as the

initial Manager of the Company; and



         (3)      OFFICE AND STORAGE LLC, a Hawaii limited liability company

(the "Company").



         NOW, THEREFORE, in consideration of the foregoing recitals, and of the

mutual promises and undertakings herein contained, the parties hereby agree as

follows:



                                I. DEFINED TERMS



         The following terms, which are used generally throughout this

Agreement, shall have the meanings specified in this Article I. Certain

additional defined terms may be set forth elsewhere in this Agreement.



         "ACT" shall mean the Hawaii Limited Liability Company Act, Haw. Rev.

Stat. ss.ss. 428-101, et seq., as now or hereafter amended.



         "AGREEMENT" shall mean this written Operating Agreement defined in the

first paragraph of this instrument, including all exhibits attached hereto, as

amended from time to time. Words such as "herein," "hereinafter," "hereof,"

"hereto," and "hereunder" shall refer to this Agreement as a whole unless the

context otherwise requires.



         "ARTICLES OF ORGANIZATION" shall mean the articles of organization for

the Company filed with the Office of the Director of the Department of Commerce

and Consumer Affairs on March 6, 2003.



         "CAPITAL ACCOUNT" means, with respect to each Member, the account

established and maintained for the Member on the books of the Company in

compliance with Treasury Regulations ss. 1.704-l(b)(2)(iv) and 1.704-2, as

amended.



         "CAPITAL CONTRIBUTION" shall mean any contribution to the capital of

the Company in cash or property by a Member whenever made.



         "CODE" shall mean the Internal Revenue Code of 1986, as amended from

time to time.



         "COMPANY" as defined in the first paragraph of this Agreement.





                                       1

{PAGE}

         "RESORTQUEST" shall have the meaning set forth in the first paragraph

of this Agreement.



         "UNIT" means one unit of a Member Interest requiring Capital

Contributions under this Agreement.



                                  II. FORMATION



         2.1      FORMATION. The Company was formed effective upon the filing of

the Articles of Organization pursuant to the Act. The Members desire to continue

the Company from and after the date thereof in accordance with the terms of this

Agreement and the Act, and the Manager desires to serve in that capacity in

accordance with the terms of this Agreement and the Act. The Members shall

execute and acknowledge any and all certificates and instruments and do all

filing, recording, and other acts as may be appropriate to comply with the

requirements of the Act relating to the formation, operation and maintenance of

the Company in accordance with the terms of this Agreement.



         2.2      TAX TREATMENT AS PARTNERSHIP.  The parties contemplate that

the Company shall be operated in a mariner consistent with its treatment as a

partnership for Federal and state income tax purposes. The Company shall not

make any election under the applicable Treasury Regulations to have the Company

classified as an association taxable as a corporation.



         2.3      NAME. The name of the Company shall be Office and Storage LLC.



         2.4      PRINCIPAL OFFICE. The Company's principal office shall be

located at such location as the Manager shall determine, subject to the approval

of the Members.



         2.5      PURPOSE AND POWERS. The primary purpose of the Company is to

hold title to a one-half interest in that certain Office and Storage Apartment

in the Waikiki Beach Tower condominium project more particularly described in

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