SECOND AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT

SECOND AMENDMENT TO

AMENDED AND RESTATED

MEMBERSHIP INTEREST PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 1, 2005 by and among (a) HOCKER NORTHGATE HOLDINGS I, INC., a Kentucky corporation (“Holdings”), (b) HOCKER NORTHGATE GROUP, LLC, a Kentucky limited liability company (“Group”) (Holdings and Group each individually a “Seller”and collectively, the “Sellers”), (c) FMP NORTHGATE LLC, a Delaware limited liability company (the “Purchaser”),(d) HOCKER NORTHGATE HOLDINGS I, INC., a Kentucky corporation, in its capacity as the initial representative and agent of the Sellers (the “Sellers’ Representative”), and (e) DAVID E. HOCKER, an individual, in his capacity as a guarantor of obligations of Seller’s Representative (the “Sellers’ Representative Guarantor”).This Amendment amends that certain Amended and Restated Membership Interest Purchase Agreement dated May 13, 2005 between the parties, as amended by that certain First Amendment dated as of June 9, 2005 (collectively, the “Agreement”), as follows:

     1.      Notwithstanding any provisions in the Agreement to the contrary, the Seller’s Representative shall indemnify, hold harmless and defend in full each Purchaser Indemnified Party from and against all Damages sustained or incurred by any Purchaser Indemnified Party relating to, resulting from, arising out of or by virtue of any and all claims involving or concerning Mr. Kevin Everson in any way accruing or related to events occurring prior to the Closing Date (collectively, the “Kevin Everson Claims”), with the understanding that such indemnification, hold harmless and defense obligations shall not be subject to the Escrow Amount or any other limitation as to amount or time periods set forth in the Agreement.

     2.      Notwithstanding any provisions in the Agreement or the Guaranty to the contrary, Seller’s Representative Guarantor agrees to guaranty in full the payment, performance and fulfillment to Purchaser of Seller’s Representative’s indemnification obligations set forth in Section 1 immediately above without any limits as to amounts or time periods otherwise set forth in the Agreement.

     3.      The foregoing Sections 1 and 2 of this Amendment are not intended, and should not be deemed to imply, that Damages arising from the Kevin Everson Claims would not be covered in full by the existing indemnification obligations of Seller’s Representative and Seller’s Representative Guarantor contemplated by the Agreement.

     4.      Notwithstanding that the Closing may occur after July 1, provided that the Closing occurs on or before July 31, 2005, the parties agree that Section 8.5 of the Agreement shall be deemed amended to provide that prorations and adjustments for rents, revenue and other income generated by the Property, and all utilities, Real Estate Taxes, ground lease rents, debt service on the Senior Loan, maintenance charges and other Operating Expenses incurred in connection with the ownership, management and operation of the Real Property shall be made as of 12.01 a.m. on July l, 2005, with the intention that Purchaser be entitled to the benefit of all revenues and be responsible for any expenses for the period beginning at 12:01 a.m. on July 1, 2005. In the event that Closing does not occur on or before July 31, 2005, then this paragraph 4 and the following paragraph 5 shall be null and void.