EXHIBIT 3.8(b)

AMENDED AND RESTATED
--------------------

LIMITED LIABILITY COMPANY AGREEMENT
-----------------------------------

OF
--

WESTMARK REALTY ADVISORS, L.L.C.
--------------------------------

Effective June 30, 1995

Table of Contents
-----------------

Page
----

1. Name ...................................................................................................... 1

2. Definitions ............................................................................................... 1

3. Statutory Compliance, Registered Office and Registered Agent .............................................. 2

4. Capital Contributions of Members .......................................................................... 3

5. Calculation and Allocation of Profits and Losses .......................................................... 3

6. Distributions ............................................................................................. 3

7. Board of Managers ......................................................................................... 4

8. Officers and Managers ..................................................................................... 5

9. Investment Committee. ..................................................................................... 5

10. Admission of New Members. ................................................................................. 5

11. Duties of Members. ........................................................................................ 5

12. Dissolution; Continuation of Business. .................................................................... 6

13. Transfer. ................................................................................................. 7

14. Liquidation. .............................................................................................. 7

15. Amendment of Agreement. ................................................................................... 7

16. Books and Records; Accounting. ............................................................................ 7

17. Partnership Intended Solely for Tax Purposes. ............................................................. 8

18. Judicial Reference. ....................................................................................... 8

19. No Right to Name .......................................................................................... 9

20. Notices ................................................................................................... 9

21. Counterparts .............................................................................................. 9

22. Attorneys' Fees ........................................................................................... 9

23. Miscellaneous ............................................................................................ 10

EXHIBIT A ...................................................................................................... 13

EXHIBIT B ...................................................................................................... 14

AMENDED AND RESTATED
--------------------

LIMITED LIABILITY COMPANY AGREEMENT
-----------------------------------

OF
--

WESTMARK REALTY ADVISORS L.L.C.
-------------------------------

Effective June 30, 1995

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
WESTMARK REALTY ADVISORS L.L.C., is amended and restated as of June 30, 1995, by
and among the persons named in Exhibit A.

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Westmark Realty Advisors L.L.C., a Delaware limited liability
company engaged in the business of providing real estate investment and property
management services, real estate brokerage, private placing and leasing and
certain other activities (the "Company"), was formed effective December 31, 1994
pursuant to the Limited Liability Company Agreement of Westmark Realty Advisors
L.L.C. made and entered into as of November 1, 1994; and

WHEREAS, effective June 30, 1995, HoldPar A, a Delaware general
partnership, and HoldPar B, a Delaware general partnership, became the sole
members of the Company.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, the parties hereto do hereby agree, each with
the other as follows:

1. Name.
----

The parties hereto do hereby form and constitute themselves a limited
liability company pursuant to the Act under the name of "Westmark Realty
Advisors L.L.C.", for the purposes and upon the terms and conditions set forth
in this Agreement.

2. Definitions.
-----------

(a) The term "Act" shall mean the Delaware Limited Liability Company
Act (6 Del.C.ss.18-101, et seq.), as hereafter amended from time to time.
-- ---

(b) The term "Agreement" shall mean this Amended and Restated
Limited Liability Company Agreement of Westmark Realty Advisors L.L.C.

(d) The term "Capital Account" of a Member shall mean an account
consisting of such Member's initial capital contribution, increased by (1)
additional

capital contributions and (2) his share of Company profits to the extent
credited to such Members Capital Account, and decreased by (3)
distributions to the Member in reduction of such Member's capital and (4)
his share of Company losses, to the extent charged to such Members Capital
Account.

(e) The term "Company" shall mean the limited liability company of
Westmark Realty Advisors L.L.C., created pursuant to this Agreement.

(f) The term "Dissolution Event" shall have the meaning set forth in
Article 12(b) (iii).

(g) The term "Investment Committee" shall mean the committee
established pursuant Article 9.

(h) The term "Liquidation" shall mean the winding up of the affairs
of the Company.

(i) The term "Majority Vote" shall mean, with respect to any
relevant group of Members, greater than 50% of such Members in terms of the
number of Units.

(j) The term "Members" shall mean the persons, corporations and/or
partnerships listed on Exhibit A to this Agreement, and any other persons
or entities who may be admitted to the Company as Members in accordance
with this Agreement.

(k) The term "Percentage Interest" shall mean, with respect to each
Member, the ratio that the number of Units issued and outstanding to such
Member bears to the total number of Units issued and outstanding to all
Members.

(l) The term "President" shall have the meaning set forth in Article
8.

(m) The term "Unit" shall mean the shares into which the ownership
interests in the Company are divided. Each Member shall have the number of
Units set forth opposite such Member's name on Exhibit A. A Member's Units
constitute all of such Member's right, title and interest in the Company.

3. Statutory Compliance, Registered Office and Registered Agent.
------------------------------------------------------------

A duly authorized representative of the Company has executed a
Certificate of Formation in accordance with the provisions of Section 18-201 of
the Act which was duly filed in the Office of the Delaware Secretary of State.
The registered office of the Company shall be at 1013 Centre Road, Wilmington,
Delaware 19805. The name of the registered agent for the Company at such address
is The Prentice-Hall Corporation System, Inc. The principal place of business of
the Company shall be at 865 South Figueroa Street, Suite 3500, Los Angeles,
California 90017. The principal place of business may be changed, and branch
offices may be maintained at such other places, as may from time to time be
agreed upon by the Board of Managers. The term of the Company shall commence on
the date the Certificate of Formation for the Company is filed with the Office
of the Delaware Secretary of State and shall continue for 50

years after such date, unless the Company is liquidated in accordance with the
provisions of this Agreement or the Act.

4. Capital Contributions of Members.
--------------------------------

The initial capital contribution made by each Member is as set forth
in Exhibit A to this Agreement.

5. Calculation and Allocation of Profits and Losses.
------------------------------------------------

(a) The method of accounting employed in applying the provisions of
this Article shall be adopted by the Board of Managers.

(b) As soon as practical after the end of each fiscal year, the
books of the Company shall be closed and the gross receipts and gross
expenses for such year shall be determined.

(c) The net profit or net loss of the Company shall be determined
and allocated among the Members in the same ratio as their respective
Percentage Interest; provided, however, that no Member shall have any
personal liability by reason of the allocation of any losses hereunder.

(d) As soon as practical after the net profit or net loss of the
Company has been determined, each Member shall be furnished with a
statement of the Company's net profit or net loss together with a statement
setting forth the gross income and gross expenses. Each Member shall,
within thirty (30) days after receipt of such statements of the Company,
have the right to inspect the books of the Company pursuant to Article 16.

(e) If the Board of Managers so determines, the books may be closed
for interim periods of time and the net profit or net loss of the Company
determined and allocated in accordance herewith.

6. Distributions.
-------------

(a) All ordinary distributions from operations of the business of
the Company shall be allocated to the Members in proportion to their
respective Percentage Interests.

(b) All extraordinary distributions, including proceeds from the
sale or exchange of the business of the Company or any other action
described in Articles 11(b) (i), (ii), (iii), and (iv), shall be allocated
to the Members in accordance with the following order of priority:

(i) First, to the Members in proportion to, and to the extent
of, each Member's existing Capital Account (before taking into account
any profit or loss from the event giving rise to such extraordinary
distribution); and

(ii) Thereafter, to the Members in proportion to their
respective Percentage Interests.

7. Board of Managers.
-----------------

(a) Except as otherwise provided in this Agreement, all questions of
policy, management and expenditures of the Company, and all other matters
relating to the business and affairs of the Company, shall be determined by
the Board of Managers. Each Member agrees to be bound by any such
determination. The members of the Board of Managers as of June 30, 1995 are
set forth in Exhibit B to this Agreement.

(b) Without limiting the generality of Article 7(a), the Board of
Managers, and only the Board of Managers, shall subject to applicable
contractual restrictions, have full power and authority at any time and on
behalf of all the Members to:

(i) Determine that portion of the net profits or capital of
the Company which is to be distributed to the Members in accordance
with Article 6, and that portion which is to be retained for working
capital, reserves or other Company purposes;

(ii) Declare, before or after the end of any fiscal year, a
bonus to be paid to any employee of the Company based upon the
contribution of such individual to the performance of the Company
during such fiscal year or any portion thereof;

(iii) Approve the entering into of contracts, commitments and
transactions on behalf of the Company;

(iv) Negotiate and enter into agreements to take the actions
described in Articles 11(b) (i), (ii), (iii) and (iv), provided that
any such agreements and the consummation of the actions contemplated
therein shall be subject to the approval of the Members as provided
herein;

(v) Acquire, utilize for Company purposes, and dispose of any
asset of the Company, subject to the restriction set forth in Article
11(b)(i);

(vi) Borrow money or otherwise commit the credit of the Company
for Company activities, and make voluntary prepayments or extensions
of debt; and

(vii) Take any other action permitted or required of the Board
of Managers under this Agreement.

(c) Any member of the Board of Managers may resign from the Board of
Managers by giving not less than ten (10) days' written notice to the Board
of Managers.

(d) Except as otherwise provided herein, the Board of Managers shall
act only upon approval of a majority of its members. Any approval or action
may be given or taken at a meeting of the Board of Managers or in writing
without a meeting.

(e) Subject to any contractual provisions to the contrary, any
member of the Board of Managers may be removed by vote of a majority of the
members of the Board of Managers or by a vote of a majority in Percentage
Interests of the Members.

8. Officers and Managers.
---------------------

The Company shall have a president ("President") who shall be chosen
by the Board of Managers. The President shall, subject to the authority of the
Board of Managers, have the authority to carry out the day-to-day operations of
the Company. The Board of Managers may, from time to time, designate officers of
the Company and delegate to such officers such authority and duties as the Board
of Managers may deem advisable. The Board of Managers may assign titles
(including, without limitation, vice president, secretary and/or treasurer) to
any such officer. Unless the Board of Managers otherwise determines, if the
title assigned to an officer of the Company is one commonly used for officers of
a business corporation formed under the Delaware General Corporation Law, the
assignment of such title shall constitute the delegation to such officer of the
authority and duties that are normally associated with such office pursuant to
the Delaware General Corporation Law. Any number of titles may be held by the
same officer. Any officer to whom a delegation is made pursuant to this Article
8 shall serve in the capacity delegated unless and until such delegation is
revoked by the Board of Managers or such officer resigns.

9. Investment Committee.
--------------------

The Company shall have an Investment Committee, which shall be
selected by and perform the functions designated by the Board of Managers.

10. Admission of New Members.
------------------------

The terms and conditions for the admission of any new Member into the
Company shall be determined by the Board of Managers, provided that the Units
granted to any such new Member shall dilute the Percentage Interests of the
existing Members proportionally based upon the Percentage Interest of each
existing Member immediately prior to such admission.

11. Duties of Members.
-----------------

(a) None of the Members shall, without the approval of the Board of
Managers:

(i) Enter into any contract, commitment or transaction on
behalf of the Company, or subject the Company to any obligation
whatsoever, or give or extend the Company credit directly or
indirectly, to any person;

(ii) Engage or have an interest in any business which might
give such Member an interest adverse to the Company; or

(iii) Transfer Company property outside the scope of the
Company's ordinary course of business.

(b) Each Member shall be entitled to vote upon the following matters
and only the following matters, which shall each be determined (in addition
to any other approvals or other action which may be required) by a Majority
Vote of such Members except where otherwise provided:

(i) The admission of any new Member into the Company;

(ii) The issuance of additional Units or any interest in the
profits, appreciation, or cash flow of the Company, other than
pursuant to an incentive plan for the benefit of employees or Members;

(iii) The sale, encumbrance or other disposition of the
Company's business and/or all or substantially all of its assets;

(iv) The merger, consolidation or other reorganization of the
Company or its assets;

(v) The dissolution of the Company;

(vi) The election of a new Board of Managers and the members,
terms, procedures, and conditions (including the number of such Board
of Managers members and their terms of office) with respect thereto;

(vii) The continuation of the business of the Company following
a Dissolution Event;

(viii) The assignment of, or creation of a lien against, any
stock in a corporate Member, which shall require the affirmative vote
of the Board of Managers and a Majority Vote of the non-assigning
Members; and

(ix) The amendment of this Agreement, which shall require
approval as provided in Article 15.

12. Dissolution; Continuation of Business.
-------------------------------------

(a) Upon the occurrence of a Dissolution Event, the business of the
Company may be continued by a Majority Vote of the remaining Members within
ninety (90) days of such Dissolution Event. The admission of new members
into the Company in accordance with this Agreement shall not dissolve the
Company.

(b) The Company shall be dissolved upon the first to occur of any of
the following events:

(i) The expiration of the term of the Company unless the term
has been extended by the unanimous agreement of the Members;

(ii) The written approval of the Board of Managers;

(iii) The bankruptcy or dissolution of a Member, or withdrawal
or resignation of a Member in violation of the terms hereof (a
"Dissolution Event"), unless the remaining Members by Majority Vote
elect to continue the business of the Company within ninety (90) days
thereafter, provided that there are at least two remaining Members at
the time of such Dissolution Event; or

(iv) Any involuntary transfer of all or any portion of a
Member's interest, whether upon the dissolution of a Member or
otherwise.

(c) If the business of the Company is continued by a Majority Vote
of the remaining Members in the manner set forth above, then the business
shall be conducted in the same name and possess the Company property.

13. Transfer.
--------

No Member shall transfer or create a lien against all or any portion
of such Member's interest in the Company and any purported transfer or
encumbrance in violation of the provisions contained in this Article shall be
null and void ab initio and of no force or effect.

14. Liquidation.
-----------

If, upon the dissolution of the Company, the Company is not continued
as provided in Article 12, the Company shall be liquidated in the same manner
provided by law and in accordance with this Agreement.

15. Amendment of Agreement.
----------------------

This Agreement may be amended or modified in whole or in part at any
time during the continuance of the Company by the Board of Managers and a
Majority Vote of the Members, provided, however, that any amendment or
modification of this Agreement shall be in writing and dated, and where any
conflict arises between the provisions of said amendment or modification and
provisions incorporated in earlier documents, the most recent provision shall be
controlling. Any Member may appoint one or more individuals as such Member's
attorney-in-fact to execute documents relating to the Company, including
amendments or modifications to this Agreement.

16. Books and Records; Accounting.
-----------------------------

(a) The Company shall make available during normal business hours at
the principal place of business of the Company for inspection by all of the
Members all of the following: (1) true and full information regarding the
status of the business and financial condition of the Company, (ii)
promptly after becoming available, a copy of the Company's federal, state
and local income tax return for each taxable year, (iii) a current list of
the name and last known business, residence or mailing address of each
Member and each member of the Board of Managers, (iv) a copy of this
Agreement, the Certificate of Formation and all amendments thereto,
together with executed copies of any written powers-of-attorney pursuant to
which this Agreement, the Certificate of Formation and all amendments
thereto have been executed, (v) the amount of cash and a

description and statement of the agreed value of any other property or
services contributed by each Member to the capital of the Company and which
each Member has agreed to contribute in the future, and (vi) the date on
which each Member became a Member of the Company.

(b) The taxable and fiscal year of the Company shall end on such
date as the Board of Managers may determine.

(c) The Board of Managers shall designate a "tax matters Member" of
the Company in accordance with the provisions of Section 6231 (a) (7) of
the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder.

17. Partnership Intended Solely for Tax Purposes.
--------------------------------------------

The Members have formed the Company under the Act, and do not intend
to form a general or limited partnership under Delaware or any other state law.
The Members do not intend to be partners to one another or to any third party.
The Members intend the Company to be classified and treated as a partnership
solely for federal and state income taxation purposes. Each Member agrees to act
consistently with the provisions of this Article for all purposes, including,
without limitation, for purposes of reporting the transactions contemplated
herein to the Internal Revenue Service and any state and local taxing
authorities.

18. Judicial Reference.
------------------

Any action or proceeding arising out of or in any way related to the
terms and provisions of this Agreement, or any amendment hereto, shall be
brought and maintained in the Superior Court of the State of California for the
County of Los Angeles, and each party to this Agreement hereby recites, consents
and agrees that said Court shall have personal jurisdiction over such party and
that said Court is a convenient forum for the litigation of any action or
proceeding.

(a) Each party hereby recites, consents and agrees that any
controversy arising out of this Agreement or any amendment hereto shall be
heard by a reference under Section 638, et seq. of the California Code of
-- ---
Civil Procedure (or such successor statute thereto as may hereafter be
enacted), and that a reference shall be ordered by said Court to any
retired judge of said Court, promptly upon notice of such dispute,
controversy, action or proceeding, by agreement of the parties or (failing
such agreement) upon motion brought by any party hereto, to resolve any or
all of the issues in any such action or proceeding, whether of fact or of
law, and to report a settlement or decision thereon.

(b) The reference hereunder shall be made to one person in the
following manner: the party commencing the action or proceeding shall
deliver to the other party or parties a list of five (5) qualified and
available retired Los Angeles County Superior Court judges. The party
receiving the list shall have thirty (30) days from delivery of such list
within which to select one judge from the list who one try the matter, or,
if such party objects to all of the judges specified on such list, then the
Court for the County of Los Angeles shall order a reference to any other
retired judge of said Court. Each party may

reject one of the judges appointed by the Court. Each party waives the
right to trial by jury. All provisions of the California Codes of Civil
Procedure and Evidence, including the right to have an authorized clerk and
certified court reporter in attendance, shall apply in such action or
proceeding. The judgment rendered in any such proceeding shall have the
same force and effect and shall entitle all parties to the same rights
(including appeals) as if the action had been tried by the Court.

(c) The referee shall be compensated at the rate per hour
established by the referee. The opposing parties shall share equally the
referee's costs and fees during the pendency of the reference proceedings.
The losing party shall pay all of the unpaid referee's costs and fees and
shall reimburse the prevailing party(ies) for the portion of the referee's
costs and fees paid by the prevailing party(ies).

(d) Nothing contained in this Article shall preclude the right of
any Member to submit a matter to arbitration in accordance with the
constitution of any exchange of which a Member is a member.

19. No Right to Name.
----------------

Each Member agrees that if such Member withdraws, retires, becomes
incapacitated or is excluded from the Company, such Member will not use the name
Westmark Realty Advisors, Westmark Real Estate Investment Services or any
derivative thereof.

20. Notices.
-------

Any notice to any Member or, in the case of an individual, his
personal representative, or the Company shall be deemed duly given if personally
delivered to the Member or when deposited in the United States mail, postage
prepaid by first-class mail addressed to the Member at the address set forth on
Exhibit A hereto, or, in the case of the Company at its principal place of
business (Attention: Secretary), or to such other addresses as the respective
Members may designate by written notice to each of the other Members.

21. Counterparts.
------------

This Agreement may be executed in any number of counterparts, all of
which taken together shall be deemed one original agreement.

22. Attorneys' Fees.
---------------

Should any litigation be commenced between the parties hereto or their
personal representatives concerning any provision of this Agreement, the party
or parties prevailing in such litigation shall be entitled, in addition to such
other relief as may be granted, to a reasonable sum as and for their or his
attorneys' fees in such litigation which shall be determined by the court in
such litigation or in a separate action brought for that purpose.

23. Miscellaneous.
-------------

(a) All questions with respect to the construction of this Agreement
and the rights and liabilities of the parties hereto shall be governed by
the laws of the State of Delaware.

(b) Subject to the restrictions against transfer contained herein,
this Agreement shall inure to the benefit of and shall be binding upon all
of the parties and their personal representatives, assigns, successors in
interest, estates, heirs and legatees of each of the Members.

(d) Paragraphs, titles or captions in no way define, limit, extend
or describe the scope of this Agreement or the intent of any of its
provisions.

(e) In the event any sentence, paragraph, or Article of this
Agreement is declared by a court of competent jurisdiction to be void, such
sentence, paragraph or Article may be deemed severed from the remainder of
the Agreement and the balance of the Agreement shall remain in effect.

(f) This Agreement contains the entire understanding among the
parties and supersedes any prior written or oral agreements between them
respecting the subject matter contained herein. There are no
representations, agreements, arrangements, or understandings, oral or
written, between and among the parties relating to the subject matter of
this Agreement which are not fully expressed herein.

(g) This Agreement shall be effective as of the date first above
written.

Executed as of the date first above written:

HOLDPAR A

By: Vincent F. Martin, Jr. Inc.,
a General Partner