EXHIBIT 3.70

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.

"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
Exhibit B attached hereto. The Company may also engage in and do any act
concerning any or all lawful businesses for which limited liability companies
may be organized under Hawaii law. The Company may exercise all powers
reasonable or necessary to pursue the same as permitted by law.

2.6 TERM. The term of the Company commenced upon the filing of its
Articles of Organization and shall continue for its stated term, until
terminated under the provisions of Article XI hereof or in accordance with the
Act.

2.7 AGENT FOR SERVICE OF PROCESS. The name and business address of
the Company's initial agent for service of process is set forth in the Articles
of Organization. The Manager, subject to the consent of the Members, may remove
and replace the Company's agent for service of process at any time in their sole
discretion. The Manager shall appoint and designate such other registered agents
and registered offices required by such other jurisdictions in which the Company
is registered to do business.

2.8 INTENT OF THIS AGREEMENT. This Agreement is intended to
control, to the extent stated or fairly implied, the business and affairs of the
Company, including the Company's

governance structure and the Company's dissolution, winding up and termination,
as well as the relations among the Members and the Manager.

III. RELATIONSHIP TO DEFAULT RULES

3.1 RELATIONSHIP OF THIS AGREEMENT TO THE DEFAULT RULES PROVIDED
BY THE ACT. Regardless of whether this Agreement specifically refers to
particular Default Rules:

(a) if any provision of this Agreement conflicts with a Default
Rule, the provision of this Agreement controls and the Default Rule is modified
or negated accordingly, and

(b) if it is necessary to construe a Default Rule as modified or
negated in order to effectuate any provision of this Agreement, the Default Rule
shall be modified or negated accordingly.

3.2 RELATIONSHIP BETWEEN THIS AGREEMENT AND THE ARTICLES OF
ORGANIZATION. If a provision of this Agreement differs from a provision of the
Articles of Organization, then, to the extent allowed by law, this Agreement
will govern.

IV. CAPITAL STRUCTURE: UNITS AND CONTRIBUTIONS

4.1 UNITS AND CLASSES. Ownership rights in the Company are
reflected in Units as recorded in the Membership Registrar attached hereto as
Exhibit A. A Unit represents ownership of a distributional interest in the
Company giving the initial owner or any properly registered transferee full
rights as a Member in accordance with this Agreement. All Units shall be of the
same class unless otherwise agreed to by the Members and the Manager.

4.2 TRANSFERABILITY OF UNITS. A Member may transfer its Units only
by complying with Article X hereof.

4.3 INITIAL CAPITAL CONTRIBUTIONS OF THE MEMBERS. As an initial
contribution to the capital of the Company, the Members shall contribute the
cash and/or other assets set forth on Exhibit A at the agreed net fair market
value amounts set forth opposite each Member's name.

4.4 ADDITIONAL CAPITAL CONTRIBUTIONS. The Company has no right to
require any Member to make additional Capital Contributions, but the Members
recognize that such contributions may be necessary from time to time and future
contributions may be made by one or more Members in unequal amounts. In the
event any Member makes additional Capital Contributions to the Company, said
Member shall receive additional Units in the Company in exchange for such
Capital Contributions upon terms agreed to by the Members.

4.5 MEMBER LOANS. Upon the prior consent of the Members, the
Manager may cause the company to borrow funds from any one or more Members in
such amounts and on such terms as the Members shall approve; provided, however,
that the interest payable with respect to such Member loans shall not be less
than the minimum required under Federal tax laws.

4.6 WITHDRAWAL OF CONTRIBUTIONS. No Member or assignee shall have
the right to withdraw or demand the return of all or any part of its Capital
Contributions or dissociate and demand redemption of its Interest from the
Company except with the approval of a Majority-in-Interest.

V. DISTRIBUTION

5.1 DISTRIBUTIONS OF NET CASH FLOW. Except as provided in Section
11.2(c) below, and subject to all other legal or contractual restrictions on
the Company's ability to make distributions and payments in accordance with this
Section 5.1, the Company shall distribute its Net Cash Flow to the Members (and
assignees) at such times as the Members shall determine. Net Cash Flow available
in a Fiscal Year will be distributed to the Members in accordance with their
respective Participating Percentages.

5.2 DISTRIBUTIONS IN LIQUIDATION. Following the dissolution of the
Company and the commencement of the winding up and liquidation of its assets,
all distributions to the Members and assignees shall be governed by Article XI
hereof.

VI. ALLOCATION OF PROFITS AND LOSSES

Profits and Losses for any Fiscal Year (and each item of income, gain,
loss, and deduction entering into the computation thereof) shall be allocated
among the Members (and credited to their respective Capital Accounts) in
accordance with this Article VI.

(a) Profits shall be allocated to the Members in
accordance with their Participating Percentages; and

(b) Losses shall be allocated among the Members in
accordance with their Participating Percentages.

Notwithstanding anything to the contrary herein contained, the Capital
Accounts of the Members shall be determined and maintained in accordance with
the provisions of Section 1.704-l(b)(2)(iv) of the Regulations.

VII. RIGHTS AND DUTIES OF MANAGER

7.1 MANAGEMENT. The business and affairs of the Company shall be
managed by its designated Manager subject to oversight by the Members. The
Manager shall direct, manage, and control the business of the Company to the
best of his ability. The Manager shall act in good faith and in a manner that
the Manager reasonably believes to be in the best interests of the Company and
in a manner consistent with the intent of this Agreement.

7.2 NUMBER, TENURE, AND QUALIFICATIONS. The initial Manager of the
Company shall be Kloninger. Additional Managers may be fixed from time to time
by the affirmative vote of Majority-in-Interest of the Members, but in no
instance shall there be less than one Manager. Each Manager shall hold office
until it resigns or is removed by a Majority-in-Interest. Managers need not be
individuals or Members of the Company.

7.3 LIMITATIONS ON POWER OF MANAGER. Notwithstanding the
generality of Section above, the Manager shall not have authority hereunder to
cause the Company to engage in the following transactions without first
obtaining the affirmative vote or written consent of a Majority-in-Interest of
the Members:

(a) The sale, exchange or other disposition of all, or
substantially all, of the Company's assets occurring as part of a single
transaction or plan, or in a series of transactions, except in the orderly
liquidation and winding up of the business of the Company upon its duly
authorized dissolution;

(b) The dissolution of the Company;

(c) The amendment of this Agreement, the admission of any
new or additional Members, the issuance of additional Membership Interests, or
the establishment of different classes of Members; and

(d) Any other transaction described in this Agreement as
requiring the vote, consent, or approval of the Members or a
Majority-in-Interest.

7.4 RECORDS. The Manager shall cause the Company to maintain the
following records at the Company's registered office:

(a) A current list of the full name and last known
business, residence, or mailing address of each Member and Manager, both past
and present;

(b) A copy of the Articles of Organization of the Company
and all amendments thereto;

(c) Copies of the Company's currently effective written
operating agreement and all amendments thereto, copies of any prior written
operating agreement no longer in effect, and copies of any writings permitted or
required with respect to a Member's obligation to contribute cash, property, or
services;

(d) Copies of the Company's Federal, state, and local
income tax returns and reports for the three (3) most recent years;

(e) Copies of financial statements of the Company, if
any, for the three (3) most recent years;

(f) Minutes of the meetings of the Members; and

(g) Any written consents obtained from Members for
actions taken by Members without a meeting.

7.5 TAX RETURNS AND OTHER ELECTIONS. After consultation with the
Members, the Manager shall cause the preparation and timely filing of all tax
returns required to be filed by the Company pursuant to the Code and all other
tax returns deemed necessary and required in

each jurisdiction in which the Company does business. All elections permitted to
be made by the Company under Federal or state laws shall be made by the Members.

7.6 BANK ACCOUNTS. The Manager may from time to time open bank
accounts in the name of the Company, subject to the consent of the Members, and
the Manager shall designate and remove from time to time signatories on such
bank accounts after consultation with the Members.

7.7 SALARY. The Manager shall not be paid any compensation for his
services, unless a Majority-in-Interest elects to compensate the Manager a
reasonable amount for its services and/or expenses.

7.8 RESIGNATION AND REMOVAL. A Manager may resign at any time by
giving written notice to the Members. The resignation of any Manager shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. A
Majority-in-Interest may also remove the Manager.

7.9 VACANCIES. Any vacancy occurring for any reason in the office
of Manager may be filled by a Majority-in-Interest of the Members.

VIII. RIGHTS AND OBLIGATIONS OF MEMBERS

8.1 LIMITATION OF LIABILITY. Each Member's liability for the debts
and obligations of the Company shall be limited to the maximum extent
permissible under the Act and all other applicable law.

8.2 ACCESS TO COMPANY RECORDS. Upon the written request of any
Member, the Manager shall allow any Member to inspect and copy, at the Member's
expense, the Company records required to be maintained by this Agreement.

8.3 PRIORITY AND RETURN OF CAPITAL. No interest shall accrue with
respect to Capital Contributions made to the Company, and no Member shall have
the right to withdraw, no right to redemption of its Interest, and no right to
be repaid any of such Member's Capital Contributions except as provided in this
Agreement.

IX. MEETINGS OF THE MEMBERS

9.1 MEMBER MEETINGS. Meetings of the Members shall be called
whenever this Agreement requires the action of the Members or at such other
times that a special meeting of the Members is called in accordance with this
Article IX. A special meeting of the Members may be called for any purpose or
purposes at any time by the Manager or by one or more Members owning at least
five percent (5%) of the Units of the Company.

9.2 NOTICE OF MEETINGS. Written notice of each meeting of the
Members, stating the date, time, and place and the purpose or purposes, must be
given to every Member at least three (3) days and not more than sixty (60) days
prior to the meeting. The business

transacted at a special meeting of Members is limited to the purposes stated in
the notice of the meeting.

9.3 LOCATION AND CONDUCT OF THE MEETINGS; ADJOURNMENTS. Each
meeting of the Members will be held at the Company's principal place of business
or at some other suitable location within or outside the State of Hawaii, as
designated by the Manager and subject to the consent of the Members. The
Manager, or any Person designated by the Manager will chair each meeting of the
Members. Any meeting of the Members may be adjourned from time to time to
another date and time and place. If at the time of adjournment the person
chairing the meeting announces the date, time, and place at which the meeting
will be reconvened, it is not necessary to give any further notice of the
reconvening. The Members may make use of telephones and other electronic devices
to hold meetings, provided that each Member may simultaneously participate with
the other Members with respect to all discussions and votes of the Members.

9.4 WAIVER OF NOTICE. A Member may waive notice of the date, time,
place, and purpose or purposes of a meeting of Members. A waiver may be made
before, at, or after the meeting, in writing, orally, or by attendance.
Attendance by a Member at a meeting is a waiver of notice of that meeting,
unless the Member objects at the beginning of the meeting to the transaction of
business because the meeting is not properly called or convened, or objects
before a vote on an item of business because the item may not properly be
considered at that meeting and does not participate in the consideration of the
item at that meeting.

9.5 PROXIES. A Member may cast or authorize the casting of a vote
by filing a written appointment of a revocable proxy with the Company at or
before the meeting at which the appointment is to be effective. The Member may
sign or authorize the written appointment by facsimile, e-mail, or other means
of electronic transmission stating, or submitted with information sufficient to
determine, that the Member authorized the transmission. Any copy, facsimile,
telecommunication, or other reproduction of the original of either the writing
or the transmission may be used in lieu of the original, if it is a complete and
legible reproduction of the entire original. A Member may not grant or appoint
an irrevocable proxy.

9.6 QUORUM. For any meeting of the Members, a quorum consists of a
majority of the total of Units. If a quorum is present when a properly called
meeting is convened, the Members present may continue to transact business until
adjournment, even though the departure of Members originally present leaves less
than the proportion otherwise required for a quorum.

9.7 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Members may be taken without a meeting by written
action signed by the Members who own the number of Units equal to the number of
Units that would be required to take the same action at a meeting of the Members
at which all Members were present. The written action is effective when signed
by Members owning the required number of Units, unless a different effective
time is provided in the written action. When written action is taken by less
than all Members, the Company will immediately notify all Members of the
action's text and effective date. Failure to provide the notice does not
invalidate the written action. Any requirement for signature by a Member may be
satisfied by an electronic signature permissible

under Hawaii law including, without limitation, any electronic sound, symbol, or
process attached to or logically associated with a record and executed or
adopted by the Member with the intent to sign the record or document.

X. TRANSFER OF UNITS

10.1 GENERAL. No Member may voluntarily, involuntarily, or by
operation of law or by judicial decree sell, assign, transfer, exchange,
mortgage, pledge, grant, hypothecate, or otherwise dispose of all or any part of
the Interest of such Member without the written consent or approval of the
non-transferring Members. Any attempted disposition of a Member's Interest, or
any portion thereof, shall be null and void, and the Company shall not recognize
any such attempted disposition.

10.2 PERMITTED TRANSFERS. Notwithstanding any other provision of
this Article XI, any Member may transfer its Interest in the Company, or any
portion thereof, to any corporation, partnership, limited liability company or
other entity controlled directly or indirectly by the Member, who must be
subsequently admitted as a Member and must agree in writing to be bound to the
terms of this Agreement.

XI. DISSOLUTION AND TERMINATION

11.1 DISSOLUTION. The Company shall be dissolved upon the first to
occur of any of the following events:

(a) The written agreement of the Majority-in-Interest at any time;

(b) The sale or other disposition of substantially all of the
assets of the Company and the collection of all notes received in connection
with such sale or other disposition;

(d) The occurrence of any event which makes it unlawful for the
business of the Company to be carried on or for the Members to carry on that
business in the Company.

11.2 LIQUIDATION, WINDING UP AND DISTRIBUTION OF ASSETS.
Thereafter, the Manager shall proceed to liquidate the Company's assets and
properties, discharge the Company's obligations, and wind up the Company's
business and affairs as promptly as is consistent with obtaining the fair value
thereof. The proceeds of liquidation of the Company's assets, to the extent
sufficient therefor, shall be applied and distributed as follows:

(a) First, to the payment and discharge of all of the Company's
debts and liabilities except those owing to Members or to the establishment of
any reasonable reserves for contingent or unliquidated debts and liabilities;

(b) Second, to the payment of any debts and liabilities owing to
Members; and

Tangible and/or intangible assets of the Company may be distributed to
the Members upon liquidation of the Company. In the event valuation of such
assets of the Company cannot be agreed upon for purposes of such an in-kind
distribution, such assets shall be valued at their then-fair market value as
determined by competent appraisers selected by the Members.

11.3 DEFICIT CAPITAL ACCOUNTS. No Member or assignee shall have any
obligation to contribute or advance any funds or other property to the Company
by reason of any negative or deficit balance in such Member's or assignee's
Capital Account during or upon completion of winding up or at any other time

11.4 RETURN OF CONTRIBUTION NON-RECOURSE TO OTHER MEMBERS. Except
as provided by law, upon dissolution, each Member and assignee shall look solely
to the assets of the Company for the return of its Capital Contributions. If the
Company property remaining, after the payment or discharge of the debts and
liabilities of the Company is insufficient to return the cash or other property
contribution of one or more Members or assignees, such Member(s) or assignee(s)
shall have no recourse against any other Member or the Manager.

XII. MISCELLANEOUS PROVISIONS

12.1 NOTICES. Notices required under this Agreement shall be in
writing and shall be sent to by overnight courier, hand delivery, mail,
telecopier or other reliable electronic means to the intended recipient of such
notice at the address previously provided by such Person. Any such notice so
sent shall be deemed to have been given (i) upon delivery if given by overnight
couriers or hand delivery, (ii) three business days after depositing the notice
in the U.S. mails, or (iii) upon confirmation if given by telecopier or other
reliable electronic means.

12.2 APPLICATION OF HAWAII LAW. This Agreement shall be construed
and enforced in accordance with the laws of the state of Hawaii.

12.3 WAIVER OF ACTION FOR PARTITION. Each Member irrevocably waives
during the term of the Company any right that it may have to maintain any action
for partition with respect to the property of the Company

12.4 AMENDMENTS. This Agreement may not be amended except by the
written agreement of the Majority-in-Interest.

12.5 FURTHER ASSURANCES. Each Member hereby agrees to execute such
other and further statements of interest and holdings, designations, powers of
attorney, and other instruments necessary, and do such further acts and things
as may be required, to effectuate the terms of this Agreement or to comply with
any laws, rules, or regulations.

12.6 HEADINGS. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent, or intent of this Agreement or any provision hereof.

12.7 SEVERABILITY. If any provision of this Agreement or the
application thereof to any Person or circumstance shall be invalid, illegal, or
unenforceable to any extent, the remainder of this Agreement and the application
thereof shall not be affected and shall be enforceable to the fullest extent
permitted by law.

12.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall for all purposes be deemed an original and all
of such counterparts, taken together, shall constitute one and the same
Agreement.

12.9 GENDER. Words used herein, regardless of the number or gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires.

12.10 HEIRS, SUCCESSORS, AND ASSIGNS. Each and all of the covenants,
terms, provisions, and agreements herein contained shall be binding upon and
inure to the benefit of the parties hereto and, to the extent permitted by this
Agreement and by applicable law, their respective heirs, legal representatives,
successors, and assigns.

12.11 CREDITORS AND OTHER THIRD PARTIES. None of the provisions of
this Agreement shall be for the benefit of or enforceable by any creditors of
the Company or by other third parties.

IN WITNESS WHEREOF, the parties have executed this Operating Agreement
effective as of the day and year first above written.

The Company and the Manager: OFFICE AND STORAGE LLC

By: /s/John Darrel Kloninger
------------------------
John Darrel Kloninger
Its Manager

The Member: RESORTQUEST HAWAII, LLC

By: /s/ Kelvin Bloom
----------------------
Kelvin Bloom
Its Manager

EXHIBIT A

OFFICE AND STORAGE LLC MEMBERSHIP REGISTRAR

NAME & ADDRESS INITIAL UNITS PARTICIPATING
CAPITAL PERCENTAGE
CONTRIBUTION

RESORTQUEST HAWAII, LLC $1,000 1,000 100.0%
2155 Kalakaua Ave., Suite 500
Honolulu, Hawaii 96815-2354

A-1

EXHIBIT B

PROPERTY DESCRIPTION OF THE OFFICE AND STORAGE APARTMENT IN THE
WAIKIKI BEACH TOWER CONDOMINIUM PROJECT

An undivided fifty percent (50%) interest in and to that certain
Condominium Conveyance Document dated December 8, 1986, made by and between
Waico Palms, Inc., a Hawaii corporation, as Lessor, Herbert Kazuo Horita, a
married man, as Developer, Waikiki Beach Towel: Venture, a Hawaii limited
partnership, collectively with Herbert Kazuo Horita as Sublessor, and
ResortQuest Hawaii, LLC, a Hawaii limited liability company, the successor by
conversion to Hotel Corporation of the Pacific, Inc., a Hawaii corporation and
Oceanview Ventures, a Hawaii limited partnership, as Sublessee, recorded in the
Office of the Assistant Registrar of the Land Court of the State of Hawaii (the
"Land Court") as Document No. 1428983, noted on Transfer Certificate of Title
No. 246,255, and also recorded in the Bureau of Conveyances of the State of
Hawaii (the "Bureau") in Book 20231, Page 626, covering:

ALL of those certain premises comprising a portion of that certain
condominium project known as "WAIKIKI BEACH TOWER" (the "Project"), which
Project consists of those certain parcels of land situate at Waikiki, Honolulu,
City and County of Honolulu, State of Hawaii, more fully described in Exhibit
"1" attached hereto and made a part hereof, and the improvements and
appurtenances thereof, as described in and established by Declaration of
Horizontal Property Regime dated March 7, 1984, recorded in the Bureau in Book
17795, Page 248, as the same may be amended from time to time (the
"Declaration"), the By-Laws of the Association of Apartment Owners of Waikiki
Beach Tower dated March 7, 1984, recorded in the Bureau in Book 17795, Page 293,
as the same may be amended from time to time (the "By-Laws"), arid as shown on
the plans of the Project filed in the Bureau as Condominium File Plan No. 900
and any amendments thereto (the "Condominium File Plan"), described as follows:

FIRST:

A. Office and Storage Apartment (the "Apartment") of the Project,
as described in the Declaration and as shown on the
Condominium File Plan.

Together with non-exclusive easements in the common elements
designed for such purposes for ingress to, egress from,
utility services for and support of the Apartment, in the
other common elements for use according to their respective
purposes, and in all other apartments of the building of the
Project for support.

Together with an exclusive easement to use Parking Stalls Nos.
178, 179, 190 & 191 and any other parking stalls as set forth
from time to time in the Declaration.

B. An undivided .001960 interest, as tenant in common with the
holders from time to time of other undivided interests, in and
to the common elements of the Project (exclusive of land), as
established for the Apartment by the Declaration.

B-1

SECOND:

An undivided .001960 leasehold interest, as tenant in common with the
holders from time to time of other undivided interests, in and to the land upon
which the Project is situated, more fully described in said Exhibit "1".

SUBJECT, HOWEVER, to:

1. As to the land described in said Exhibit to, the encumbrances noted
therein.

2. The covenants, conditions, restrictions, reservations, easements,,
liens for assessments, options, powers of attorney, limitations on
title, and all other provisions contained in or incorporated by
reference in the Declaration, the By-Laws, the Condominium File Plan,
any instrument creating the estate or interest herein set forth, and in
any other allied instrument referred to in any of the instruments
aforesaid.

3. The terms, covenants, conditions, encumbrances, exceptions,
reservations, restrictions, easements, obligations and other provisions
set forth in said Condominium Conveyance Document.

4. Any and all other encumbrances affecting the property herein described
existing as of the date of this instrument.

Said Condominium Conveyance Document being at the rents and on the
conditions set forth therein;

And all of the estate, right, title and interest of the Assignor (being
an undivided fifty percent (50%) interest) in the premises described in and
covered by said Condominium Conveyance Document.

FIRST:

ALL of that certain parcel of land situate, lying and being on the
Southwest side of Koa Avenue at Waikiki, Honolulu, City. and County of Honolulu,
State of Hawaii, and being LOT NUMBER EIGHTY (80); LOT NUMBER EIGHTY-ONE (81);
and LOT NUMBER EIGHTY-TWO (82), of the tract of land known as the "ROYAL GROVE
TRACT", as shown on the map thereof filed in the Bureau of Conveyances of the
State of Hawaii (the "Bureau") as File Plan No. 149 and containing an area of
5,000 square feet each.

SECOND:

ALL of that certain parcel of land (being portions of Royal Patent
4493, Land' Commission Award 104 F.L., Apana 5 to M. Kekuanaoa and Royal Patent
2419, Land Commission Award 5 F.L. to Kapilimanu), being also portions of Lot 83
of Royal Grove Tract (File Plan 149) and Liliuokalani Avenue) situated on the
West corner of the intersection of

B-2

Liliuokalarii Avenue' and Koa Avenue at Kalia, Waikiki, Honolulu, City and
County of Honolulu, State of Hawaii, identified as LOT A, described as follows:

BEGINNING at the South corner of this parcel of land, being also the
East corner of Land Court Application 1390 and on the Northwesterly side of
Liliuokalani Avenue, the coordinates of said point of beginning referred to
Government Survey Triangulation Station "PUNCHBOWL" being 13,609.88 feet South
and 8,613.74 feet East, thence running by azimuths measured clockwise from True
South:

1. 138(degree)18' 83.78 feet along Land Court Application 1390;
2. 228(degree)18' 100.00 feet along Lot 82 of Royal Grove Tract (File Plan 149);
3. 318(degree)18' 75.89 feet along the Southwesterly side of Koa Avenue;

Thence along the remainders of Lot
83 of Royal Grove Tract (File Plan
149) and Liliuokalani Avenue, on a
curve to the right with a radius of
20.00 feet, the azimuth and distance
of the chord being:

4. 7(degree)41' 30.36 feet;
5. 57(degree)04' 77.86 feet along the Northwesterly side of Liliuokalani Avenue to
the point of beginning and containing an area of 19,027 square feet.

AS TO FIRST AND SECOND:

TOGETHER WITH an easement for pedestrian traffic from Kalakaua Avenue and for
encroachment described in Lease dated April 19, 1983, recorded in the Office of
the Assistant Registrar of the Land Court of the State of Hawaii (the "Land
Court") as Document No. 1164447, duly noted on Transfer Certificate of title No.
246,255 affecting all of the lot shown on Map 1, Land Court Application 1390,
identified as Tax Map Key 2-6-23:1.

TOGETHER ALSO WITH that certain Easement "A", 10 feet wide for Air Rights
purposes as granted in Grant of Easement dated May 20, 1982, recorded in the
Bureau in Book 17003, Page 467, more fully described in Exhibit "2" attached
hereto and made a part hereof, affecting Lot 87, Royal Grove Tract (File Plan
149), identified as Tax Map Key 2-6-23-:3.

SAID LAND IS SUBJECT TO THE FOLLOWING:

1. AS TO FIRST (LOTS 81 AND 82), Easement 2, 25 feet wide for electrical
purposes, within the Northeast corner of Lot 82 and within the East corner of
Lot 81, as shown on Survey Map dated January 18, 1983, by Roy Yama, Registered
Land Surveyor.

2. AS TO SECOND (LOT A): the following:

(A) Easement 1, for water purposes, along portion of the Southerly
boundary of Lot A, being portions of Lot 83, Royal Grove Tract
(File Plan 149) and Liliuokalani

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Avenue, as shown on Survey Map dated January 18, 1983, by Roy
Yama, Registered Land Surveyor.

(B) Grant of Easement in favor of the City and County of Honolulu
and Board of Water Supply dated April 6, 1984, recorded in the
Bureau in Book 17787, Page 606, for water pipeline purposes
located through Easement 1.

3. Title to all mineral and metallic mines reserved to the State of
Hawaii.

4. Limited Term Agreement Covering Joint Development of Lots, Grants of
Easements and Preservation of Horizontal View Plane, dated April 19,
1983, effective June 1, 1974, recorded in the Bureau in Book 17003,
Page 432.

5. Any and all other encumbrances affecting the land herein described
existing as of the date of this instrument.

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