ASSIGNMENT OF MEMBERSHIP INTEREST



         Assignment made this 14th day of March, 2003, by and between

PRIME-MEADOWLANDS, LLC (hereinafter "Prime"), a Delaware limited liability

company and ARK MEADOWLANDS, INC. (hereinafter "Purchaser").



                                R E C I T A L S:



      A. Prime is the holder of 50% interest of East Rutherford Group, L.L.C., a

Delaware limited liability company (the "Company"), owner of the Sheraton Hotel,

2 Meadowlands Plaza, East Rutherford, New Jersey 07073 (the "Hotel"), pursuant

to an operating agreement dated December 19, 2002 by and among the Company,

Prime, and AFP Eighteen Corp. (the "Agreement").



      B. Purchaser wishes to purchase a ten (10%) percent interest in the

Company.



      NOW, THEREFORE, in consideration of ten dollars and other good and

valuable considerations the receipt and sufficiency of which the parties

acknowledge, the parties agree as follows:



      1. Prime hereby assigns to Purchaser, as of the Effective Date (as

hereinafter defined), so much of its interest (including its "Membership Rights"

as defined in the Agreement) in the Company such that Purchaser has a resulting

interest of ten (10%) percent and Prime has a resulting interest of forty (40%)

percent in the Company. The purchase price for such interest is $4,625,514.00

(or 10% (rounded) of the $46,255,136.00 acquisition cost of the Hotel set forth

on Schedule 8.1 of the Agreement), payable $2,000,000.00 on the date hereof and

the balance of $2,625,514.00 on or before March 31, 2003, in each case by wire

transfer to the account of Prime pursuant to the instructions attached hereto as

Exhibit A. By accepting this Assignment, Purchaser acknowledges that its

interest is subject to and agrees to be bound by all of the terms and conditions

of the Agreement. The foregoing assignment and acceptance is first effective as

of the date (the "Effective Date") that the purchase price shall have been paid

in full by wire transfer as described above. If the balance of $2,625,514.00 is

not paid by March 31, 2003, this Assignment shall be null and void and of no

further effect and Prime shall return the initial payment of $2,000,000.00,

without interest, at Purchaser's written direction.



      2. Prime warrants and represents to Purchaser, on the date hereof and on

the Effective Date, that it is the sole owner of the interest conveyed by this

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