Amended Limited Liability Company
                               Operating Agreement


This Amended Limited Liability Company Operating Agreement ("Agreement"), is
entered into as of January 23, 2001, by and among the persons listed on Exhibit
A hereto, as members ("Members") of Alliance Venture Management, LLC, a
California limited liability company ("Company" or "LLC").

Whereas, the LLC acts as the general partner of Alliance Ventures I, L.P.,
Alliance Ventures II, L.P. and Alliance Ventures III, L.P. and as such receives
a carried interest in the profits of these limited partnerships under an
agreement between the parties dated October 15, 1999, and amended on February
28, 2000 ("Prior Agreements");

Whereas,  the LLC  proposes  to  additionally  act as the  general  partner  of
Alliance  Ventures IV,  L.P.  and  Alliance  Ventures V,  L.P.  and as  such to
receive a carried interest in the profits of that limited partnership;

Whereas, the Members previously provided in the Prior Agreements, for series of
units to be known as Common Units, Series A units, Series B units, and Series C
units for the purpose of allocating the carried interest in Alliance Ventures I,
L.P., Alliance Ventures II, L.P. and Alliance Ventures III, L.P.,
respectively;

Whereas,  the Members desire to additionally  provide for series of units to be
known as Series D  units and Series E  units for the purpose of allocating  the
carried interest in Alliance Ventures IV,  L.P. and Alliance Ventures V,  L.P.,
respectively; and

Whereas, the members hereby amend the Prior Agreement by adopting this
Agreement, which shall replace the Prior Agreement in its entirety.

The parties agree as follows:


1.    Formation of Limited Liability Company

1.1   Formation
      The Members have formed the LLC under the laws of the State of California
      pursuant to the Beverly-Killea Limited Liability Company Act ("Act") by
      causing articles of organization ("Articles of Organization") for the
      Company to be filed in the Office of the Secretary of State of California,
      and by this Agreement intend to establish rules and regulations governing
      its ownership and control.

1.2   Name and Principal Place of Business
      Unless and until amended in accordance with this Agreement and the Act,
      the name of the LLC will be "Alliance Venture Management, LLC" The
      principal place of business of the LLC shall be Santa Clara, California,
      or such other place or places as the Managers from time to time determine.

1.3   Registered Office and Agent for Service of Process
      The Company shall maintain a registered office and agent for service of
      process as required by Section 17061 of the Act. The registered office
      shall be 2575 Augustine Drive, Santa Clara, California, and the agent for
      service of process shall be Bradley Perkins, or such other place and
      person as the Managers may designate.

1.4   Agreement
      For and in consideration of the mutual covenants herein contained and for
      other good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, the Members executing this Agreement hereby
      agree to the terms and conditions of this Agreement, as it may from time
      to time be amended.



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1.5   Business
      The purpose of the LLC is to engage in any lawful act or activity for
      which a limited liability company may be organized under the Act. The LLC
      shall serve as the general partner of the Partnership, subject to the
      terms and conditions of the agreement of limited partnership of the
      Partnership.

1.6   Definitions
      Terms not otherwise defined in this Agreement shall have the meanings set
      forth in Section 15.

1.7   Term
      The term of the Company shall commence upon the later to occur of:

      1.7.1the  filing of  Articles  of  Organization  for the  Company  in the
           office of the Secretary of State of California; or

      1.7.2the execution of this Company Agreement by at least two Members and,

      unless the term of the LLC is otherwise extended or sooner terminated
      pursuant to the provisions of this Agreement, shall continue until ten
      years after the commencement of such term.

      Such term may be amended by amendment of this Agreement.


2.    Membership; Units

2.1   Members
      The Initial Members of the LLC shall be and include each of the persons
      whose names are set forth on Exhibit A hereto as of the date of this
      Agreement. Exhibit A shall be amended by the Managers as appropriate to
      reflect the admission of additional Members or the acquisition by existing
      Members of additional Units in the LLC.

2.2   Representations and Warranties
      Each Member hereby represents and warrants to the LLC and each of the
      other Members as follows:

      2.2.1Purchase Entirely for Own Account
           The Member is acquiring his interest in the LLC for the Member's own
           account for investment purposes only and not with a view to or for
           the resale, distribution, subdivision or fractionalization thereof
           and has no contract, understanding, undertaking, agreement, or
           arrangement of any kind with any Person to sell, transfer or pledge
           to any Person his interest or any part thereof nor does such Member
           have any plans to enter into any such agreement;

      2.2.2Investment Experience
           By reason of his business or financial experience, the Member has the
           capacity to protect his own interests in connection with the
           transactions contemplated hereunder, is able to bear the risks of an
           investment in the LLC, and at the present time could afford a
           complete loss of such investment;

      2.2.3Disclosure of Information
           The Member is aware of the LLC's business affairs and financial
           condition and has acquired sufficient information about the LLC to
           reach an informed and knowledgeable decision to acquire an interest
           in the LLC;

      2.2.4Federal and State Securities Laws
           The Member acknowledges that the interests in the LLC have not been
           registered under the Securities Act of 1933 or any state securities
           laws, inasmuch as they are being acquired in a transaction not
           involving a public offering, and under such laws, may not be resold
           or transferred by the Member without appropriate registration or the
           availability of an exemption from such requirements. In this
           connection, the Member represents that it or he is familiar with SEC
           Rule 144, as presently in effect, and understands the resale
           limitations imposed thereby and by the Securities Act of 1933.

2.3   LLC Units
      Ownership of the LLC shall be divided into and represented by units of the
      LLC ("Units"). The LLC shall be authorized to issue six classes of units,
      Common Units, Series A Units, Series B Units, Series C Units, Series D
      Units and Series E Units. The total number of Units the LLC is authorized
      to issue shall be 6,000,000, of which 1,000,000 shall be Common Units,
      1,000,000 shall be Series A Units, 1,000,000 shall be Series B Units,
      1,000,000 shall be Series C Units, 1,000,000 shall be Series D Units, and
      1,000,000 shall be Series E Units.

2.4   Voting Rights of LLC Units
      Each Common Unit shall be entitled to one vote per Unit, each Series A
      Unit shall be entitled to 10 votes per Unit, each Series B Unit shall be
      entitled to 10 votes per Unit, each Series C Unit shall be entitled to 10
      votes per Unit, each Series D Unit shall be entitled to 10 votes per Unit,
      and each Series E Unit shall be entitled to 10 votes per Unit.

2.5   Additional Members, Issuance of Additional Units
      Additional Persons may be issued Units and admitted to the LLC as Members
      upon compliance with the provisions of this Agreement and upon such terms
      and conditions as the Managers may determine, provided that:

      2.5.1no new class of Units or interests having rights or preferences
           senior to those of the existing Units may be issued without the
           approval of Members holding a majority of each class of such
           outstanding subordinate Units; and

      2.5.2the Managers may not issue more than the total number of authorized
           Units, without the approval of the Members.

      Existing Members may be issued additional Units, upon compliance with the
      provisions of this Agreement and upon such terms and conditions as the
      Managers may determine, provided that no new class of Units or interests
      having rights or preferences senior to those of the existing Units may be
      issued without the approval of Members holding a majority of each class of
      outstanding subordinate Units, nor may the Managers issue more than the
      total number of authorized Units of the LLC without the approval of the
      Members.

2.6   Admission of Substitute Members
      Notwithstanding any other provision of this Agreement, no Assignee of
      Units of the LLC (including without limitation Permitted Transferees under
      Section 12.4 and purchasers pursuant to Section 12.5.6) shall be admitted
      as a Substitute Member and admitted to all the rights of the Member who
      assigned the Units, without the approval of the Managers. If so admitted,
      the Substitute Member shall have all the rights and powers and will be
      subject to all the restrictions and liabilities of the Member who
      originally assigned the Units. The admission of a Substitute Member shall
      not release any Member who previously assigned the Units from liability to
      the LLC that may have existed before such substitution. Consents required
      hereunder may be given in advance of any transfer by any writing signed by
      a Member.

2.7   Resignation or Withdrawal of a Member
      Except as specifically provided below, and subject to the provisions for
      transfer contained in Section 12, no Member may resign, retire or withdraw
      from membership in the LLC or withdraw his interest in the capital of the
      LLC.

2.8   Dissociation of a Member
      The Bankruptcy, death or Dissolution of a Member will:

      2.8.1cause such  Member to be  dissociated  from the LLC (a  "Dissociated
           Member");

      2.8.2terminate the continued membership of such Member in the LLC; and

      2.8.3cause a dissolution and winding-up of the LLC pursuant to Section 14
           hereof except as expressly provided therein.

      Except as set forth above or expressly provided elsewhere in this
      Agreement, the death, withdrawal, resignation, expulsion, Bankruptcy or
      dissolution of a Member shall not cause a dissolution of the LLC.

2.9   Rights of Dissociating
      In the event any Member becomes a "Dissociated Member":

      2.9.1if the dissociation causes a dissolution and winding up of the LLC
           under Section 14, the Dissociated Member or its or his legal
           representative shall be entitled to participate in the winding up of
           the LLC to the same extent as any other Member; and

      2.9.2if the dissociation does not cause a dissolution and winding up of
           the LLC under Section 14, the Dissociated Member or his or its legal
           representative shall be treated as an Assignee unless admitted to the
           LLC as a Substitute Member pursuant to Section 2.7.

2.10  Rights of Members to Bind LLC
      Except as expressly provided herein no Member shall have the right to bind
      the LLC.


3.    Contributions to Capital

3.1   Initial Contributions
      Each Member has contributed cash or property having an agreed-upon Initial
      Carrying Value as set forth on Exhibit A hereto, which Exhibit A shall be
      revised to reflect any additional contributions made in accordance with
      Section 3.3.

3.2   Issuance of Units
      In exchange for the Initial Contribution of the Members, the Members shall
      be issued that number and class of Units set forth opposite their names on
      Exhibit A.

3.3   Additional Contributions
      Except as set forth in Section 2.5 above, no Member shall be permitted or
      required to make any additional contribution to the capital of the LLC
      without the consent of the Managers and the Members.

3.4   Interest
      No Member shall be entitled to any interest with respect to its or his
      contributions to or share of the capital of the LLC.


4.    Action by Members

4.1   Meetings of Members
      All meetings of the Members for the election of Managers shall be held in
      the City of Santa Clara, State of California, at such place as may be
      fixed from time to time by the Managers, or at such other place within the
      State of California as shall be designated from time to time by the
      Managers and stated in the notice of the meeting. Meetings of Members for
      any other purpose may be held at such time and place, within or without
      the State of California, as shall be stated in the notice of the meeting
      or in a duly executed waiver of notice thereof. Members may participate in
      a meeting of the members by means of conference telephone or similar
      communications equipment by means of which all persons participating in
      the meeting can hear each other, and such participation in a meeting shall
      constitute presence in person at the meeting.

4.2   Annual Meetings

      4.2.1Annual meetings of Members, commencing with the year 1999, shall be
           held on such date and at such time as shall be designated from time
           to time by the Managers and stated in the notice of the meeting, at
           which they shall elect a board of Managers, and transact such other
           business as may properly be brought before the meeting.

      4.2.2Written notice of the annual meeting stating the place, date and hour
           of the meeting shall be given to each Member entitled to vote at such
           meeting not less than 10 nor more than 60 days before the date of the
           meeting.

4.3   Special Meetings

      4.3.1Special meetings of the Members, for any purpose or purposes, may be
           called by the Managers and shall be called at the request in writing
           of any Member. Such request shall state the purpose or purposes of
           the proposed meeting.

      4.3.2A special meeting of the Members for the election of a new Board of
           Managers may be called by any Member entitled to vote thereon, within
           90 days after the date on which such Member has acquired Units of the
           LLC.

      4.3.3Written notice of a special meeting stating the place, date and hour
           of the meeting and the purpose or purposes for which the meeting is
           called, shall be given not less than 10 nor more than 60 days before
           the date of the meeting, to each Member entitled to vote at such
           meeting.

      4.3.4Business transacted at any special meeting of Members shall be
           limited to the purposes stated in the notice.

4.4   Membership List
      The Person who has charge of the Unit Register of the LLC shall prepare
      and make, at least ten days before every meeting of Members, a complete
      list of the Members entitled to vote at the meeting, arranged in
      alphabetical order, showing the address of each Member and the number of
      Units registered in the name of each Member. The list may be examined by
      any Member, for any purpose germane to the meeting, during ordinary
      business hours, for a period of at least ten days before the meeting. The
      list shall also be produced and kept at the time and place of the meeting
      during the whole time thereof, and may be inspected by any Member who is
      present.

4.5   Quorum

      4.5.1The holders of a majority of the Units issued and outstanding and
           entitled to vote thereat, present in person or represented by proxy,
           shall constitute a quorum at all meetings of the Members for the
           transaction of business except as otherwise provided by statute. If,
           however, a quorum is not present or represented at any meeting of the
           Members, the Members entitled to vote thereat, present in person or
           represented by proxy, may adjourn the meeting from time to time,
           without notice other than announcement at the meeting, until a quorum
           is present or represented. Upon resumption of an adjourned meeting,
           any business may be transacted that might have been transacted before
           the meeting was adjourned. If the adjournment is for more than 30
           days, or if after the adjournment a new record date is fixed for the
           adjourned meeting, a notice of the adjourned meeting shall be given
           to each Member entitled to vote at the meeting.

      4.5.2Except as otherwise provided herein, when a quorum is present at any
           meeting, the vote of the Members holding a majority of the Units
           present in person or by proxy shall decide any question brought
           before the meeting, except that the Board of Managers shall be
           elected as if the LLC were a California corporation and the Members
           were shareholders voting for the election of a board of directors and
           except to the extent that the express provision of the statutes, the
           Articles of Organization, or this Agreement require a different vote.

4.6   Voting Rights
      Each Member shall at every meeting of the Members be entitled to one vote
      in person or by proxy for each Unit, but no proxy shall be voted after
      three years from its date, unless the proxy expressly provides for a
      longer period. Members entitled to vote shall vote as a single class.
      Neither the assigning Member nor an Assignee of Units shall have any right
      to a vote with respect to any assigned Units. No Member who has assigned
      all of its or his Units (collectively, "Former Members") shall have any
      right to vote on any matter. A Member who has assigned some, but not all,
      of its or his Units shall be treated as a Member and entitled to a vote on
      all matters to the extent of its or his retained Units. No Assignee of
      Units shall have the right to consent, approve or vote on any matters
      unless such Assignee has become a Substitute Member pursuant to Section
      2.6.

4.7   Action without Meeting
      Any action required to be taken at any annual or special meeting of
      Members, or any action which may be taken at any annual or special meeting
      of Members, may be taken without a meeting, without prior notice and
      without a vote, if a consent in writing, setting forth the action so
      taken, shall be signed by Members holding outstanding Units having not
      less than the minimum number of votes that would be necessary to authorize
      or take such action at a meeting at which all Units entitled to vote
      thereon were present and voted. Accordingly, except to the extent
      expressly provided otherwise in this Agreement, any action or item
      requiring the approval of the Members, the consent of the Members, the
      affirmative vote of the Members or the like, shall in the absence of an
      annual or special meeting of the Members, require the approval, consent,
      vote or the like of those Members that hold at least a majority in number
      of the outstanding Units that are held by all Members at such time. Prompt
      notice of the taking of any action without a meeting by less than
      unanimous written consent shall be given to those Members who have not
      consented in writing.


5.    Management and Restrictions

5.1   Management by Managers
      Except for situations in which the approval of the Members is required by
      statute or this Agreement, the LLC shall be managed and controlled by the
      Managers acting as a Board of Managers. The Board of Managers may exercise
      all powers of the LLC and do all such lawful acts and things as are not by
      statute, the Articles of Organization or this Agreement, directed or
      required to be exercised or done by the Members. It is intended that the
      powers and authority of the Board of Managers shall be substantially the
      same as the powers and authority of a board of directors of a corporation
      formed under the laws of the State of California. Notwithstanding the
      above, the Managers may not authorize any investment by the Partnerships
      in any entity in which Alliance Venture Management has an equity interest,
      and may not permit to be done any of the following without the approval of
      the Members:

      5.1.1Any act or  thing  that  the Act or this  Agreement  requires  to be
           approved, consented to or authorized by the Members;

      5.1.2Voluntarily cause the dissolution of the LLC;

      5.1.3Compromise the liability of any Member for capital  contributions or
           for excessive distributions pursuant to Section 11.5; or

      5.1.4Sell all or a significant  part of the LLC assets,  or engage in any
           material recapitalization or merger.



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5.2   Number; Vacancies
      The Members shall determine, at each annual meeting and at any special
      meeting called for the purpose of electing Managers, the number of
      Managers. Initially there shall be three Managers. Except for the initial
      Managers, the Managers shall be elected by the Members. Managers shall
      hold office until the next meeting, whether annual or special at which
      Managers are elected and such duly elected Managers are qualified.
      Managers may but need not be Members. The Members hereby elect N. Damodar
      Reddy, C.N. Reddy and V.R. Ranganath as the initial Managers. Vacancies
      and newly created Managerships resulting from any increase in the
      authorized number of Managers may be filled by a majority of the Managers
      then in office, though less than a quorum, or by a sole remaining Manager,
      and the Managers so chosen shall hold office until the next election of
      Managers and until their successors are duly elected and qualified, unless
      sooner displaced. If there are no Managers in office, then each Member
      shall serve as a Manager until the next election of Managers hereunder.

5.3   Meetings of Managers
      The Board of Managers of the LLC may hold meetings, both regular and
      special, either within or without the State of California. Regular
      meetings of the Board of Managers may be held without notice at times and
      places determined by the Board. Special meetings shall be called by any
      Manager. Members of the Board of Managers, or any committee designated by
      the Board of Managers may participate in a meeting of the Board of
      Managers or any committee, by means of conference telephone or similar
      communications equipment by means of which all persons participating in
      the meeting can hear each other, and such participation in a meeting shall
      constitute presence in person at the meeting. At all meetings of the Board
      of Managers, a majority of the Managers shall constitute a quorum for the
      transaction of business. Notwithstanding the presence at a meeting of a
      quorum, all actions of the Board of Managers shall require the approval of
      a majority of all Managers, except as may be otherwise specifically
      provided by statute or this Agreement. If a quorum is not present at any
      meeting of the Board of Managers, the Managers present thereat may adjourn
      the meeting from time to time, without notice other than announcement at
      the meeting, until a quorum shall be present.

5.4   Action without Meeting
      Any action required or permitted to be taken at any meeting of the Board
      of Managers or of any committee thereof may be taken without a meeting, if
      all members of the Board of Managers or committee, as the case may be,
      consent thereto in writing, and the writing or writings are filed with the
      minutes of proceedings of the Board of Managers or committee.

5.5   Committees
      The Board of Managers may designate one or more committees, each committee
      to consist of one or more of the Managers. The Board may designate one or
      more Managers as alternate members of any committee, who may replace any
      absent or disqualified Manager at any meeting of the committee. Upon
      disqualification of a Manager of a committee, the Manager or Managers
      thereof present at any meeting and not disqualified from voting, whether
      or not he or they constitute a quorum, may unanimously appoint another
      Manager to act at the meeting in the place of any such absent or
      disqualified Manager. Any such committee, to the extent provided in the
      resolution of the Board of Managers, shall have and may exercise all the
      powers and authority of the Board of Managers in the management of the
      business and affairs of the LLC; but no such committee shall have the
      power or authority to amend the Articles of Organization, adopt an
      agreement of merger or consolidation, recommend to the Members the sale,
      lease or exchange of all or substantially all of the LLC's property and
      assets, recommend to the Members dissolution of the LLC or revocation of a
      dissolution, take any action requiring a vote of 2/3 of the Managers or
      amend this Agreement; and, unless the resolution expressly so provides, no
      such committee shall have the power or authority to declare a distribution
      or to authorize the issuance of Units. Such committee or committees shall
      have such name or names as may be determined from time to time by the
      Board of Managers. Each committee shall keep regular minutes of its
      meetings and report the same to the Board of Managers when required.



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5.6   Removal of Managers
      Any Manager or the entire Board of Managers may be removed, with or
      without cause, by the holders of a majority of Units entitled to vote at
      an election of Managers.

5.7   Compensation of Managers
      The Managers may be paid their expenses, if any, of attendance at each
      meeting of the Board of Managers and may be paid a fixed sum for
      attendance at each meeting of the Board of Managers or a stated salary as
      Manager. No such payment shall preclude any Manager from serving the LLC
      in any other capacity and receiving compensation therefor. Members of
      special or standing committees may be allowed like compensation for
      attending committee meetings.

5.8   Amendment of Articles of Organization or Agreement
      The Managers shall have the duty and authority to amend the Articles of
      Organization or this Agreement as and to the extent necessary to reflect
      any and all changes or corrections necessary or appropriate as a result of
      any action taken by the Members or Managers in accordance with the terms
      of this Agreement.


6.    Notices

6.1   Notices
      Whenever notice is required to be given to any Member by the Act, the
      Articles of Organization or this Agreement, it shall be given in writing,
      by mail, addressed to such Member at his address as it appears on the
      records of the LLC with postage thereon prepaid, and shall be deemed given
      when it is deposited in the United States mail. Notice to Members may also
      be given by telegram or facsimile.

6.2   Waiver of Notice
      A Member may waive notice, provided that the waiver is in writing signed
      by the Member whether before or after the notice is required to be given.


7.    Officers

7.1   Officers
      The Managers may create such offices and elect such officers as they deem
      appropriate. Any number of offices may be held by the same person. The
      duties of such officers shall be established from time to time by the
      Managers. Initially, N. Damodar Reddy is appointed Chairman of the Board
      of Managers, V.R. Ranganath is appointed President, and Bradley Perkins is
      appointed Secretary, until their resignation or replacement by the
      Managers.


8.    Unit Certificates

8.1   Certificates
      Every Member of the LLC shall be entitled to have a certificate, signed by
      two officers, certifying the class and number of Units owned by it or him.

8.2   Replacement Certificates
      The Managers may direct a new certificate or certificates to be issued in
      place of any certificate or certificates theretofore issued by the LLC
      alleged to have been lost, stolen or destroyed, upon the making of an
      affidavit of that fact by the person claiming the certificates of stock to
      be lost, stolen or destroyed. When authorizing issuance of a new
      certificate or certificates, the Managers may, in their discretion and as
      a condition precedent to the issuance thereof, require the owner of the
      lost, stolen or destroyed certificate or certificates, or his legal
      representative, to advertise the same in such manner as they shall require
      and/or to give the LLC a bond in such sum as they may direct as indemnity
      against any claim that may be made against the LLC with respect to the
      certificates alleged to have been lost, stolen or destroyed.

8.3   Transfers
      Upon surrender to the LLC of a certificate for Units duly endorsed or
      accompanied by proper evidence of succession, assignation or authority to
      transfer, it shall be the duty of the LLC, provided that the transfer is
      in compliance with the terms of this Agreement, to issue a new certificate
      to the person entitled thereto, cancel the old certificate and record the
      transaction upon its books.

8.4   Unit Register
      In order that the LLC may determine the Members entitled to notice of or
      to consent, approve or vote on any matter, or the Members or Assignees
      entitled to receive payment of any distribution or allotment of any
      rights, or entitled to exercise any rights in respect of any change,
      conversion or exchange of stock or for the purpose of any other lawful
      action, the Managers shall fix, in advance, a record date, which shall not
      be more than 60 nor less than ten days before the date of such action or
      event.

8.5   Rights of Registered Owner
      The LLC shall be entitled to recognize the exclusive right of a person
      registered on its books as the owner of Units to receive dividends and
      vote, and to hold liable for calls and assessments a person registered the
      LLC shall not be bound to recognize any equitable or other claim to or
      interest in such Units on the part of any other person, whether or not it
      shall have express or other notice thereof, except as otherwise provided
      by the laws of California.

8.6   Legends
      Each certificate prepared by the LLC shall bear such legends as the
      Managers determine to be necessary to comply with applicable securities
      laws or to preserve the enforceability of any agreement, including this
      Agreement, to which the LLC may be a party.


9.    Accounting and Records

9.1   Financial and Tax Reporting
      The LLC shall prepare its financial statements in accordance with
      generally accepted accounting principles as from time to time in effect
      and shall prepare its income tax information returns using such methods of
      accounting and tax year as the Managers deem necessary or appropriate
      under the Code and Treasury Regulations.

9.2   Supervision; Inspection of Books
      Proper and complete books of account and records of the business of the
      LLC (including those books and records identified in Section 18-305 of the
      Act) shall be kept under the supervision of the Managers at the LLC's
      principal office and at such other place as designated by the Managers.
      The Managers shall give notice to each Member of any change in the
      location of the books and records. The books and records shall be open to
      inspection, audit and copying by any Member, or his designated
      representative, upon reasonable notice at any time during business hours
      for any purpose reasonably related to the Member's interest in the LLC.
      Any information so obtained or copied shall be kept and maintained in
      strictest confidence except as required by law.

9.3   Reliance on Records and Books of Account
      Any Member or Manager shall be fully protected in relying in good faith
      upon the records and books of account of the LLC and upon such
      information, opinions, reports or statements presented to the LLC by its
      Managers, any of its Members, officers, employees or committees, or by any
      other person, as to matters the Managers or Members reasonably believes
      are within such other person's professional or expert competence and who
      has been selected with reasonable care by or on behalf of the LLC,
      including information, opinions, reports or statements as to the value and
      amount of the assets, liabilities, profits or losses of the LLC or any
      other facts pertinent to the existence and amount of assets from which
      distributions to members might properly be paid.


      9.4  Annual Reports
      The annual financial statements of the LLC shall be audited and reported
      on as of the end of each Fiscal Year by a firm of independent certified
      public accountants selected by the Managers, provided that the Managers
      may waive the requirement of an audit at any time and for any reason. A
      copy of the annual report shall be transmitted to the Members within 90
      days after the end of each Fiscal Year.

9.5   Tax Returns
      The Managers shall, within 90 days after the end of each Fiscal Year, file
      a Federal income tax information return and transmit to each Member a
      schedule showing such Member's distributive share of the LLC's income,
      deductions and credits, and all other information necessary for such
      Members to timely file their Federal income tax returns. The Managers
      similarly shall file, and provide information to the Members regarding,
      all appropriate state and local income tax returns.

9.6   Tax Matters Partner
      V.R.  Ranganath  shall  serve as the "Tax  Matters  Partner"  (within the
      meaning of Code  Section  6231) until a successor  is  designated  by the
      Managers.


10.   Allocations

10.1  Allocation of Net Income or Net Loss
      For each Accounting Period, Net Income or Net Loss of the LLC, or items
      thereof, other than Net Income attributed to or resulting from the Carried
      Interests from Alliance Ventures I and Alliance Ventures II, shall be
      allocated to the Members in proportion to their ownership of outstanding
      Common Units. Any Net Income or Net Loss attributed to or resulting from
      the Carried Interest from Alliance Ventures I shall be allocated to the
      Members in proportion to their ownership of outstanding Series A Units.
      Any Net Income or Net Loss attributed to or resulting from the Carried
      Interest from Alliance Ventures II shall be allocated to the Members in
      proportion to their ownership of outstanding Series B Units. Any Net
      Income or Net Loss attributed to or resulting from the Carried Interest
      from Alliance Ventures III shall be allocated to the Members in proportion
      to their ownership of outstanding Series C Units.

10.2  Other Allocations; Qualified Income Offset; Prophylactic Offset
      Minimum-Gain Chargeback Notwithstanding the provisions of Section 10.1,
      the following special allocations shall be made in the following order set
      forth below. Terms appearing in quotes in this Section 10.2 are as defined
      in Treasury Regulations Section 1.704-2, and that regulation shall govern
      determinations required by the rules set forth in this Section 10.2.

      10.2.1 All "nonrecourse deductions" shall be allocated among the holders
           of Common Units in proportion to their ownership of outstanding
           Common Units from time to time during such period.

      10.2.2 All "partner nonrecourse deductions" shall be specially allocated
           to the Members who bear the economic risk of loss with respect to the
           "partner nonrecourse debt" to which such "partner nonrecourse
           deductions" are attributable.

      10.2.3 Except as otherwise provided in Treasury Regulations Section
           1.704-2(f), if there is a net decrease in "partnership minimum gain"
           during any Fiscal Year, each Member shall be specially allocated
           items of LLC income and gain for such Fiscal Year (and, if necessary,
           future Fiscal Years) in an amount equal to such Member's share of the
           net decrease. This Section 10.2.3 is intended to comply with the
           minimum gain chargeback requirements of Treasury Regulations Section
           1.704-2 and shall be interpreted accordingly.

      10.2.4 Except as otherwise provided in Treasury Regulations Section
           1.704-2(i)(4), if there is a net decrease in "partner nonrecourse
           debt minimum gain" attributable to a "partner nonrecourse debt"
           during any Fiscal Year, each Member who has a share of such "partner
           nonrecourse debt minimum gain" shall be specially allocated items of
           LLC income and gain for such Fiscal Year (and, if necessary,
           subsequent Fiscal Years) in an amount equal to that share. This
           Section 10.2.4 is intended to comply with the minimum gain chargeback
           requirements of Treasury Regulations Section 1.704-2 and shall be
           interpreted accordingly.

      10.2.5 If a Member's capital account has an Unadjusted Excess Negative
           Balance at the end of any Fiscal Year, the Member will be reallocated
           items of LLC income and gain for such Fiscal Year (and, if necessary,
           future Fiscal Years) in the amount necessary to eliminate such
           Unadjusted Excess Negative Balance as quickly as possible.

      10.2.6 If a Member unexpectedly receives any adjustments, allocations or
           distributions described in Treasury Regulations Sections
           1.704-1(b)(2)(ii)(d)(4) through (d)(6), items of LLC income and gain
           shall be specially allocated to the Member to eliminate any Excess
           Negative Balance in such Member's Capital Account (determined after
           application of Section 10.2.5) created thereby as quickly as
           possible. This Section 10.2.6 is intended to constitute a "qualified
           income offset" within the meaning of Treasury Regulations Section
           1.704-1(b)(2)(ii)(d) and shall be interpreted accordingly.

      10.2.7 A Member shall not be allocated any item of LLC loss or deduction
           to the extent the allocation would cause the Member's capital account
           to have an Excess Negative Balance.

      10.2.8 The allocations set forth in the preceding provisions of this
           Section 10.2 (hereinafter, the "Regulatory Allocations") are intended
           to comply with certain requirements of the Treasury Regulations. It
           is the intent of the Members that, to the extent possible, all
           Regulatory Allocations shall be offset with other Regulatory
           Allocation or with special allocations of other items of LLC income,
           gain, loss or deduction pursuant to this Section 10.2(h). Therefore,
           notwithstanding any other provision of this Agreement (other than the
           provisions governing the Regulatory Allocations) the Board of
           Managers shall make such offsetting special allocations of LLC
           income, gain, loss or deduction in whatever manner it determines
           appropriate, to the end that each Member's Capital Account balance
           should equal the balance the Member would have had if the Regulatory
           Allocations were not part of this Agreement and all LLC items were
           allocated pursuant to Section 10.1. In exercising its discretion
           under this Section 10.2.8, the Board of Managers shall take into
           account future Regulatory Allocations under Sections 10.2.3 and
           10.2.4 above that, although not yet made, are likely to offset other
           Regulatory Allocations previously made under Sections 10.2.1 and
           10.2.2 above.

      10.2.9 For purposes of this Section 10.2, "Excess Negative Balance" shall
           mean the excess of the negative balance in a Member's Capital Account
           (computed with any adjustments which are required by Treasury
           Regulations Section 1.704-1(b)(2)(ii)(d)) over the amount the Member
           is obligated to restore to the LLC (computed under the principles of
           Treasury Regulations Section 1.704-1(b)(2)(ii)(c)) inclusive of any
           addition to such restoration obligation pursuant to application of
           the provisions of Treasury Regulations Section 1.704-2 or any
           successor provisions thereto.

      10.2.10 For purposes of this Section 10.2, "Unadjusted Excess Negative
           Balance" shall have the same meaning as Excess Negative Balance,
           except that the Unadjusted Excess Negative Balance of a Member shall
           be computed without effecting the reductions to such Member's Capital
           Account described in Treasury Regulations Section
           1.704-1(b)(2)(ii)(d).



<PAGE>


10.3  Special Tax Provisions

      10.3.1    Partnership Status
           The Members expect and intend that the LLC shall be treated as a
           partnership for all federal income tax purposes and each Member and
           the Managers agree that they:

           10.3.1.1 will not on any federal, state, local or other tax return
                take a position, and shall not otherwise assert a position,
                inconsistent with such expectation and intent; or

           10.3.1.2 do any act or thing that could cause the LLC to be treated
                as other than a partnership for federal income tax purposes.

      10.3.2    Tax Allocations
           Except as otherwise provided in this Section 10 or required by the
           Code and Treasury Regulations, items of income, gain, loss or
           deduction recognized for income tax purposes shall be allocated in
           the same manner that the corresponding items entering into the
           calculation of Net Income and Net Loss are allocated pursuant to this
           Agreement.

      10.3.3    Section 704(c) Adjustments
           In accordance with Code Section 704(c) and the Treasury Regulations
           thereunder, items of income, gain, loss and deduction with respect to
           an asset, if any, contributed to the capital of the LLC shall, solely
           for tax purposes, be allocated among the Members so as to take
           account of any variation between the adjusted basis of such property
           to the LLC for federal income tax purposes and its fair market value
           upon contribution to the LLC.

      10.3.4 If the Carrying Value of any asset is adjusted pursuant to the
           terms of this Agreement, subsequent allocations of income, gain, loss
           and deduction with respect to such asset shall take account of any
           variation between the adjusted basis of such asset to the LLC for
           federal income tax purposes and its Carrying Value in the same manner
           as under Code Section 704(c) and the Regulations thereunder.

      10.3.5    Section 754 Election
           A Section 754 election may be made for the LLC at the sole discretion
           of the Managers. In the event of an adjustment to the adjusted tax
           basis of any LLC asset under Code Section 734(b) or Code Section
           743(b) pursuant to a Section 754 election, subsequent allocations of
           tax items shall reflect such adjustment consistent with the Treasury
           Regulations promulgated under Sections 704, 734 and 743 of the Code.

      10.3.6 Allocations upon Transfers of LLC Interests If during an Accounting
           Period, a Member ("Transferring Member") transfers Units to another
           person, items of Net Income and Net Loss, together with corresponding
           tax items, that otherwise would have been allocated to the
           Transferring Member with regard to such Accounting Period shall be
           allocated between the Transferring Member and the transferee in
           accordance with their respective Units during the Accounting Period
           using any method permitted by Section 706 of the Code and selected by
           the Board of Managers.


11.   Distributions

11.1  Distributions to Preferred and Common Units
      The holders of the outstanding Series A Units shall receive all
      distributions from the LLC resulting from the Carried Interest from
      Alliance Ventures I, the holders of the outstanding Series B Units shall
      receive all distributions from the LLC resulting from the Carried Interest
      from Alliance Ventures II, the holders of the outstanding Series C Units
      shall receive all distributions from the LLC resulting from the Carried
      Interest from Alliance Ventures III, and the holders of the outstanding
      Common Units shall receive all other distributions from the LLC.

11.2  Allocation of Distributions among Holders of Units
      All distributions by the LLC to holders of Series A Units, Series B Units,
      Series C Units, Series D Units, Series E Units and Common Units shall be
      made in proportion to the holders' ownership of such outstanding Units at
      the time of the distribution.

11.3  Mandatory Tax Distributions
      In order to permit holders of Units to pay taxes on their allocable share
      of the taxable income of the LLC, the Managers shall cause the LLC to
      distribute, not later than February 28 of each year, to each holder of a
      Unit an amount equal to the excess, if any, of:

      11.3.1 the product of the aggregate net taxable income of the LLC
           determined on a cumulative basis for all Accounting Periods that has
           been allocated to such holder (and any predecessor holder) computed
           without regard to any basis adjustments under Section 743(b) of the
           Code of such Unit multiplied by 0.45; over

      11.3.2    all  amounts  previously  distributed  to such  holder  and any
           predecessor holder;

      the decimal fraction in these Sections 11.3.1 and 11.3.2 shall be adjusted
      to the extent necessary (as determined in good faith by the Managers from
      time to time) to reflect any change in the higher of the maximum rate of
      tax imposed on individual taxpayers resident in California under the Code
      or the laws of the State of California and the maximum rate of tax imposed
      on corporate taxpayers doing business in California under the Code or the
      laws of the State of California. Any distributions made with respect to
      Series A Units, Series B Units and Series C Units pursuant to this Section
      11.3 shall reduce on a dollar-for-dollar basis the distributions required
      or permitted to be made with respect to such Units pursuant to any other
      provision of this Agreement.

11.4  Discretionary Distributions
      In addition to the distributions provided for in Sections 11.1, 11.2 and
      11.3, at any time that there are no Series A Units, Series B Units and
      Series C Units outstanding, the Managers may, in their sole discretion,
      make additional distributions to the holders of outstanding Common Units
      in such amounts and at such times as they shall from time to time
      determine.

11.5  Restriction on Distributions and Withdrawals

      11.5.1 The LLC shall not make any distribution to the holders of Units
           unless immediately after giving effect to the distribution, all
           liabilities of the LLC, other than liabilities to Members on account
           of their interest in the LLC and liabilities as to which recourse of
           creditors is limited to specified property of the LLC, do not exceed
           the fair value of the LLC assets, provided that the fair value of any
           property that is subject to a liability as to which recourse of
           creditors is so limited shall be included in the LLC assets only to
           the extent that the fair value of the property exceeds such
           liability.

      11.5.2 Except as otherwise required by law no holder of Units shall be
           liable to the LLC for the amount of a distribution received provided
           that, at the time of the distribution, such holder of Units did not
           know that the distribution was in violation of Section 11.5.1. A
           Member which receives a distribution in violation of Section 11.5.1,
           and which knows at the time of the distribution that the distribution
           violated such condition, shall be liable to the LLC for the amount of
           the distribution.

11.6  No Other Withdrawals
      Except as otherwise expressly provided for in this Agreement no
      withdrawals or distributions shall be required or permitted.


12.   Transfer of Membership

12.1  Transfer
      Any Member or Assignee may Transfer any portion of its or his Units only
      if:

      12.1.1    the  transferor  shall  have  complied  with the Right of First
           Refusal imposed by Section 12.5 hereof;

      12.1.2 the Assignee shall have agreed in writing to assume all of the
           obligations of the assignor with respect to the Units assigned
           (including the obligations imposed hereunder as a condition to any
           transfer); and

      12.1.3 the Managers in their sole discretion have consented to such
           Transfer and shall have concluded (which conclusion may be based upon
           an opinion of counsel satisfactory to them) that such assignment or
           disposition will not:

           12.1.3.1  result in a  violation  of the  Securities  Act of 1933 as
                amended, or any other applicable statute of any jurisdiction;

           12.1.3.2 result in a termination of the LLC for Federal or state
                income tax purposes or result in (or materially increase the
                risk of) the LLC being treated as a publicly traded partnership
                or otherwise taxable as a corporation for Federal income tax
                purposes; or

           12.1.3.3 result in a violation of any law, rule or regulation by the
                Member, the Assignee, the LLC or the other Members.

      For purposes of this Section 12.1 the phrase "publicly traded partnership"
      shall have the meaning set forth in Section 7704(b) and 469(k) of the
      Code.

12.2  Transfer Void
      Any purported Transfer of Units in contravention of this Section 12 shall
      be void and of no effect to, on or against the LLC, any Member, any
      creditor of the LLC or any claimant against the LLC.

12.3  Rights of Assignees
      The Assignee of Units has no right to vote or to participate in the
      management of the business and affairs of the LLC or to become a Member.
      The Assignee is only entitled to receive distributions and to be allocated
      the Net Income and Net Loss (and items thereof) attributable to the Units
      transferred to the Assignee.

12.4  Admission of Permitted Transferees
      Notwithstanding Section 12.5 below, the Units of any Member shall be
      transferable free from any Right of First Refusal if:

      12.4.1    the transfer  occurs by reason of or incident to the death,  or
           divorce, of the transferor Member;

      12.4.2 the transferee is a Permitted Transferee, and such Permitted
           Transferee agrees in writing to be bound by the terms and conditions
           of this Agreement as fully as if it were an original signatory
           hereto.

      A "Permitted Transferee" is any member of such Member's immediate family
      including, in the case of the divorce of a Member from his or her spouse,
      such spouse. A Permitted Transferee will be admitted as a Substitute
      Member only in accordance with Section 2.5 hereof. Units transferred
      pursuant to the death of a Member shall be subject to the provisions of
      Section 2.9 (relating to Dissociated Members) whether or not transferred
      to a Permitted Transferee.

12.5  Right of First Refusal

      12.5.1    Grant
           The LLC is hereby granted the right of first refusal ("First Refusal
           Right"), exercisable in connection with any proposed Transfer of
           Units.

      12.5.2    Notice of Intended Disposition
           In the event a Member desires to accept a bona-fide third-party offer
           for the Transfer of any or all of the Member's Units (Units subject
           to such offer to be hereinafter called "Target Units"), such Member
           shall promptly:

           12.5.2.1 deliver to the LLC written notice ("Disposition Notice") of
                the terms and conditions of the offer, including the purchase
                price and the identity of the third-party offeror; and

           12.5.2.2 Provide satisfactory proof that the disposition of the
                Target Units to such third-party offeror would not be in
                contravention of the provisions set forth in Section 12.1.

      12.5.3    Exercise of Right
           The LLC (or its assignees) shall, for a period of 25 days following
           receipt of the Disposition Notice, have the right to repurchase all,
           but not less than all, of the Target Units specified in the
           Disposition Notice upon the same terms and conditions specified
           therein or upon terms and conditions which do not materially vary
           from those specified therein. Such right shall be exercisable by
           delivery of written notice ("Exercise Notice") to the transferor
           Member before the end of the 25-day exercise period.

      12.5.4    Valuation
           If the purchase price specified in the Disposition Notice is payable
           in property other than cash or evidences of indebtedness, the LLC (or
           its assignees) may pay the purchase price in cash equal to the value
           of such property. If the Member and the LLC (or its assignees) cannot
           agree on such cash value within ten (10) days after the LLC's receipt
           of the Disposition Notice, the valuation shall be made by an
           appraiser of recognized standing selected by the Member and the LLC
           (or its assignees) or, if they cannot agree on an appraiser within 20
           days after the LLC's receipt of the Disposition Notice, each shall
           select an appraiser of recognized standing and the two appraisers
           shall designate a third appraiser of recognized standing, whose
           appraisal shall be determinative of such value. The cost of such
           appraisal shall be shared equally by the Member and the LLC. The
           closing shall then be held on the later of:

           12.4.4.1 the fifth  business day following  delivery of the Exercise
                Notice; or

           12.4.4.2 the fifth business day after such cash valuation shall have
                been made.

      12.5.5    Exercise of Rights
           If the right of the LLC is exercised with respect to all the Target
           Units specified in the Disposition Notice, then the LLC, its
           assignees and/or the Members (as the case may be) shall effect the
           purchase of the Target Units, including payment of the purchase
           price, on the same payment terms specified in the Disposition Notice;
           and the selling Member shall deliver to the LLC the certificates
           representing the Target Units to be repurchased, each certificate to
           be properly endorsed for transfer. The closing shall then be held on
           the later of:

           12.5.5.1  sixty  (60) days  following  delivery  of the  Disposition
                Notice; or

           12.5.5.2 the fifth business day after any necessary valuation shall
                have been made.

      12.5.6    Non-Exercise of Right
           In the event the LLC or its assignees do not exercise their purchase
           rights in accordance with this Section 12.5, the selling Member shall
           have a period of 30 days thereafter in which to sell or otherwise
           dispose of the Target Units to the third-party offeror identified in
           the Disposition Notice upon terms and conditions (including the
           purchase price) no more favorable to such third-party offeror than
           those specified in the Disposition Notice; provided, however, that
           any such sale or disposition must not be effected in contravention of
           the provisions of Section 12.1. If the Member does not effect such
           sale or disposition of the Target Units within the specified 30-day
           period, the LLC's First Refusal Right shall continue to apply to any
           subsequent disposition of the Target Units by Member.

      12.5.7    Recapitalization/Merger

           12.5.7.1 In the event of any Unit stock split, recapitalization or
                other transaction affecting the LLC's outstanding Units without
                receipt of consideration, then any new, substituted or
                additional securities or other property which is by reason of
                such transaction distributed with respect to the Units shall be
                immediately subject to the LLC's First Refusal Right hereunder,
                but only to the extent the Units are at the time covered by such
                right.

           12.5.7.2 In the event of:

                12.5.7.2.1  a merger or  consolidation  in which the LLC is not
                     the surviving entity;

                12.5.7.2.2  a sale,  transfer  or other  disposition  of all or
                     substantially all of the LLC's assets;

                12.5.7.2.3 a reverse merger in which the LLC is the surviving
                     entity but in which the LLC's outstanding voting securities
                     are transferred in whole or in part to a person or persons
                     other than those who held such securities immediately
                     before the merger; or

                12.5.7.2.4  any  transaction  effected  primarily to change the
                     State  in  which  the LLC is  organized,  or to  create  a
                     holding company structure,

                the LLC's First Refusal Right shall remain in full force and
                effect and shall apply to the new capital stock or other
                property received in exchange for the Purchased Units in
                consummation of the transaction, but only to the extent the
                Purchased Units are at the time covered by such right.

12.6  Marital Dissolution or Legal Separation

      12.6.1    Grant
           In connection with the dissolution of the marriage or the legal
           separation of any Member, the LLC shall have the right ("Special
           Purchase Right"), exercisable at any time during the 30-day period
           following the LLC's receipt of the required Dissolution Notice under
           Section 12.6.2, to purchase from the Member's spouse, in accordance
           with the provisions of Section 12.6.3 any or all Units which are or
           would otherwise be awarded to such spouse incident to the dissolution
           of marriage or legal separation in settlement of any community
           property or other marital property rights such spouse may have or
           obtain in the Units. The Special Purchase Right shall not apply to
           any Units retained by the Member.

      12.6.2    Notice of Decree or Agreement
           Each Member shall promptly provide the LLC with written notice
           ("Dissolution Notice") of:

           12.6.2.1 the entry of any judicial decree or order resolving the
                property rights of the Optionee and the Optionee's spouse in
                connection with their marital dissolution or legal separation;
                or

           12.6.2.2 the execution of any contract or agreement relating to the
                distribution or division of such property rights.

           The Dissolution Notice shall be accompanied by a copy of the actual
           decree of dissolution or settlement agreement between the Optionee
           and the Optionee's spouse which provides for the award to the spouse
           of Units in settlement of any community property or other marital
           property rights such spouse may have in such Units.

      12.6.3    Exercise of Special Purchase Right
           The Special Purchase Right shall be exercisable by delivery of
           written notice ("Purchase Notice") to the Member and the Member's
           spouse within 30 days after the LLC's receipt of the Dissolution
           Notice. The Purchase Notice shall indicate the number of the Units to
           be purchased by the LLC, the date such purchase is to be effected
           (such date to be not less than five business days, nor more than 10
           business days, after the date of the Purchase Notice), and the amount
           which the LLC proposes to pay for such Units. If the Member's Spouse
           does not agree to the amount proposed to be paid by the LLC, then the
           price to be paid shall be the fair market value of the Units
           determined as set forth in the remainder of this Section and the
           purchase shall occur ten business days following the completion of
           such valuation, provided that if the fair market value is greater
           than 110% of the purchase price set forth in the Purchase Notice, the
           LLC shall have the right to withdraw such Notice. The fair market
           value of the Units shall be the value agreed to by the Member's
           Spouse or its or his legal representative and the LLC. If such person
           and the LLC are unable to agree to a value, within 10 days after the
           notice of election to purchase the Units has been given, the fair
           market value shall be established by an appraiser of recognized
           standing selected by the Member's Spouse or his or its legal
           representative and the LLC, or, if they cannot agree on an appraiser
           within 20 days after the expiration of the aforementioned ten-day
           period, each shall select an appraiser of recognized standing and the
           two appraisers shall designate a third appraiser of recognized
           standing, whose appraisal shall be determinative of the fair market
           value. The cost of determining the fair market value shall be paid by
           the LLC.


13.   Indemnification and Limitation of Liability

13.1  Indemnification

      13.1.1 To the fullest extent permitted by the Act and by law, the
           Managers, Members, the partners, members or shareholders of any
           Member, if such Member is organized as a partnership, limited
           liability company or corporation, respectively, and the partners,
           shareholders, controlling persons, officers, Managers and employees
           of any of the foregoing (herein referred to as "Indemnitees") shall,
           in accordance with this Section 13.1 be indemnified and held harmless
           by the LLC from and against any and all loss, claims, damages,
           liabilities joint and several, expenses, judgments, fines,
           settlements and other amounts arising from any and all claims
           (including reasonable legal expenses), demands, actions, suits or
           proceedings (civil, criminal, administrative or investigative) in
           which they may be involved, as a party or otherwise, by reason of
           their management of, or involvement in, the affairs of the LLC, or
           rendering of advice or consultation with respect thereto, or which
           relate to the LLC, its properties, business or affairs, if such
           Indemnitee acted in good faith and in a manner such Indemnitee
           reasonably believed to be in, or not opposed to, the best interests
           of the LLC, and with respect to any criminal proceeding, had no
           reasonable cause to believe the conduct of such Indemnitee was
           unlawful. The termination of a proceeding by judgment, order,
           settlement, conviction or upon a plea of nolo contendere, or its
           equivalent, shall not, of itself, create a presumption that the
           Indemnitee did not act in good faith and in a manner which the
           Indemnitee reasonably believed to be in, or not opposed to, the best
           interests of the LLC or that the Indemnitee had reasonable cause to
           believe that the Indemnitee's conduct was unlawful (unless there has
           been a final adjudication in the proceeding that the Indemnitee did
           not act in good faith and in a manner which the Indemnitee reasonably
           believed to be in or not opposed to the best interests of the LLC; or
           that the Indemnitee did have reasonable cause to believe that the
           Indemnitee's conduct was unlawful).

      13.1.2 The LLC may also indemnify any Person who was or is a party or is
           threatened to be made a party to any threatened, pending, or
           completed action by or in the right of the LLC to procure a judgment
           in its favor by reason of the fact that such Person is or was an
           officer, employee or agent of the LLC, against expenses actually or
           reasonably incurred by such Person in connection with the defense or
           settlement of such action, if such Person acted in good faith and in
           a manner such Person reasonably believed to be in, or not opposed to,
           the best interests of the LLC, except that indemnification shall be
           made in respect of any claim, issue or matter as to which such Person
           shall have been adjudged to be liable for misconduct in the
           performance of the Person's duty to the LLC only to the extent that
           the court in which such action or suit was brought, or another court
           of appropriate jurisdiction, determines upon application that,
           despite the adjudication of liability, but in view of all
           circumstances of the case, such Person is fairly and reasonably
           entitled to indemnity for such expenses which such court shall deem
           proper. To the extent that the Person has been successful on the
           merits or otherwise in defense of any proceedings referred to herein,
           or in defense of any claim, issue or matter therein, the Person shall
           be indemnified by the LLC against expenses actually and reasonably
           incurred by the Person in connection therewith. Notwithstanding the
           foregoing, no Person shall be entitled to indemnification hereunder
           for any conduct arising from the gross negligence or willful
           misconduct or reckless disregard in the performance of the Person's
           duties under this Agreement.

      13.1.3 Expenses (including attorneys' fees) incurred in defending any
           proceeding under Sections 13.1.1 or 13.1.2 may be paid by the LLC in
           advance of the final disposition of such proceeding upon receipt of
           an undertaking by or on behalf of the Indemnitee or Person to repay
           such amount if it shall ultimately be determined that the Indemnitee
           or Person is not entitled to be indemnified by the LLC as authorized
           hereunder.

      13.1.4 The indemnification provided by this Section 13.1 shall not be
           deemed to be exclusive of any other rights to which any Person may be
           entitled under any agreement, or as a matter of law, or otherwise,
           both as to action in a Person's official capacity and to action in
           another capacity.

      13.1.5 The Managers shall have power to purchase and maintain insurance on
           behalf of the LLC, the Managers, officers, employees or agents of the
           LLC and any other Indemnitees at the expense of the LLC, against any
           liability asserted against or incurred by them in any such capacity
           whether or not the LLC would have the power to indemnify such Persons
           against such liability under the provisions of this Agreement.

13.2  Limitation of Liability
      Notwithstanding anything to the contrary herein contained, the debts,
      obligations and liabilities of the LLC shall be solely the debts,
      obligations and liabilities of the LLC; and no Manager or Member shall be
      obligated personally for any such debt, obligation or liability of the LLC
      solely by reason of being a Manager or Member of the LLC.


14.   Termination

14.1  Termination
      The LLC shall be dissolved, its assets disposed of and its affairs wound
      up upon the first to occur of the following:

      14.1.1    the expiration of its stated term;

      14.1.2    the  affirmative  vote  of  Members  holding  80% of the  Units
           entitled to vote thereon;

      14.1.3 the death, Bankruptcy or Dissolution of a Member ("Dissolution
           Event"), unless the holders of Units representing a majority of votes
           (determined pursuant to Section 2.4) continues the business of the
           LLC within 90 days following the occurrence of any such event,
           pursuant to Section 14.2 below; or

      14.1.4    the entry of a decree of judicial dissolution under the Act.

14.2  Continuance of the LLC
      Notwithstanding the foregoing provisions of Section 14.1, upon the
      occurrence of a Dissolution Event, if there are at least two remaining
      Members, the holders of Units representing a majority of votes (determined
      pursuant to Section 2.4) may avoid dissolution of the LLC and elect within
      90 days after a Dissolution Event to continue the business of the LLC on
      the same terms as this Agreement. Expenses incurred in the continuance of
      the LLC shall be deemed expenses of the LLC.

14.3  Authority to Wind Up
      The Managers shall have all necessary power and authority required to
      marshal the assets of the LLC, to pay its creditors, to distribute assets
      and otherwise wind up the business and affairs of the LLC. In particular,
      the Managers shall have the authority to continue to conduct the business
      and affairs of the LLC insofar as such continued operation remains
      consistent, in the judgment of the Managers, with the orderly winding up
      of the LLC.

14.4  Winding Up and Certificate of Cancellation
      The winding up of the LLC shall be completed when all debts, liabilities
      and obligations of the LLC have been paid and discharged or reasonably
      adequate provision therefor has been made, and all of the remaining
      property and assets of the LLC have been distributed to the Members. Upon
      the completion of winding up of the LLC, a Certificate of Cancellation
      shall be filed with the Office of the Secretary of State of California.

14.5  Distribution of Assets
      Upon dissolution and winding up of the LLC, the affairs of the LLC shall
      be wound up and the LLC liquidated by the Managers. Pursuant to such
      liquidation the assets of the LLC shall be sold unless the Members shall
      consent to a distribution in kind of the assets. If the Members do not
      consent to a distribution in kind but the Managers determine that an
      immediate sale would be financially inadvisable, they may defer sale of
      the LLC assets for a reasonable time. If any assets are distributed in
      kind, then they shall be distributed on the basis of the fair market value
      thereof as determined by appraisal, and shall be deemed to have been sold
      at such fair market value for purposes of the allocations under Section
      10. Unless the Members otherwise agree, if any assets are to be
      distributed in kind, they shall be distributed to the Members, as
      tenants-in-common, in undivided interests in proportion to distributions
      to which the Members are entitled under this Section 14.5. The assets of
      the LLC, whether cash or in kind shall be distributed as follows in
      accordance with the Act:

      14.5.1    to  creditors  of the LLC in the order of priority  provided by
           law; and

      14.5.2 the Members and Assignees in accordance with the positive balances
           in their Capital Accounts, after adjustment for allocations of income
           and loss realized during the year of dissolution, and except as
           specifically provided in Sections 3 and 11, no Member or Assignee
           shall have any obligation at any time to repay or restore to the LLC
           all or any part of any distribution made to it from the LLC in
           accordance with this Sections 14.5 or 11 or to make any additional
           contribution of capital to the LLC.

      The distributions in this Section 14.5 shall be made when dissolution
      occurs, or, if later, within 90 days following the event triggering the
      dissolution. The LLC shall terminate when all of its assets have been sold
      and/or distributed and all of its affairs have been wound up.

14.5  Termination of a Member's Association with the LLC
      Should a Member no longer have an association with the LLC (as defined
      herein), the LLC shall have the right, but not the obligation, to
      repurchase all shares of the LLC owned by the Member, upon demand and at
      the price originally paid by the Member for those shares. An "association
      with the LLC" shall be defined as being an employee or consultant of the
      LLC, the Partnerships, or Alliance Semiconductor Corporation (including
      its subsidiaries, and parent, if any).


15.   Definitions
The following terms shall have the meanings set forth for purposes of this
Agreement:

15.1  Accounting Period shall mean for each Fiscal Year the period beginning on
      the 1st of January and ending on the 31st of December; provided however,
      that the first Accounting Period shall commence on the date of formation
      of the LLC and shall end on December 31, 1999; and provided, further, that
      a new Accounting Period shall commence on any date on which an Additional
      or Substituted Member is admitted to the LLC or a Member ceases to be a
      Member for any reason.

15.2  Act shall have the meaning set forth in Section 1.1.

15.3  Additional Member shall mean a Member admitted as a Member after the date
      this Agreement becomes effective.

15.4  Capital Account shall mean, with respect to any Member, a separate account
      maintained by the LLC with respect to such Member in accordance with the
      following provisions:

      15.4.1    The Capital Account of each Member shall be increased by:

           15.5.1.1 the amount of money and the fair market value of any
                property contributed to the LLC by such Member (net of any
                liabilities secured by such property that the LLC is considered
                to assume or hold subject to for purposes of Section 752 of the
                Code),

           15.5.1.2 such Member's share of Net Income (or items thereof) and
                other items of LLC income and gain allocated to it pursuant to
                this Agreement, and

           15.5.1.3 the amount of liabilities of the LLC assumed by such Member
                or (to the extent not taken into account under Section 15.5.1.2
                above) and any other amounts required by Treasury Regulation
                Section 1.704-1(b), provided that the Board of Managers
                determines that such increase is consistent with the economic
                arrangement among the Members as expressed in this Agreement;
                and

      15.4.2    shall be decreased by:

           15.4.2.1 the amount of money and the agreed fair market value of any
                property distributed by the LLC to such Member pursuant to the
                provisions of this Agreement (net of any liabilities secured by
                such property that such Member is considered to assume or hold
                subject to for purposes of Section 752 of the Code),

           15.4.2.2 such Member's share of Net Loss (or items thereof) and other
                items of LLC loss and deduction allocated to it pursuant to this
                Agreement, and

           15.4.2.3 the amount of liabilities of such Member assumed by the LLC
                (to the extent not taken into account under 15.4.2.1 above) and
                any other amounts required by Treasury Regulation Section
                1.704-1(b), provided that the Board of Managers determines that
                such decrease is consistent with the economic arrangement among
                the Members as expressed in this Agreement.

15.5  Agreement shall mean this LLC Agreement as the same shall be amended from
      time to time.

15.6  Articles of Organization shall have the meaning set forth in Section 1.1.

15.7  Assignee shall mean a transferee or a Permitted Transferee of a Units who
      has not been admitted as a Substitute Member.

15.8  Board of Managers shall have the meaning set forth in Section 5.1.

15.9  Bankruptcy shall mean with respect to any Person that a petition shall
      have been filed by or against such Person as a "debtor" and the
      adjudication of such Person as a bankrupt under the provisions of the
      bankruptcy laws of the United States of America shall have commenced, or
      that such Person shall have made an assignment for the benefit of its
      creditors generally or a receiver shall have been appointed for
      substantially all of the property and assets of such Person.

15.10 Capital Contribution of a Member shall mean that amount of capital
      actually contributed by the Member to the LLC pursuant to Section 3
      hereof.

15.11 Carried Interest from Alliance Ventures I, L.P. and Carried Interest from
      Alliance Ventures II, L.P. shall mean the LLC's right to receive (as
      general partner of Alliance Ventures I, L.P.) 15% of Net Profits from
      Portfolio Investments as set forth at Sections 3.2 and 3.3 of the Alliance
      Ventures I, L.P. Partnership Agreement, the LLC's right to receive (as
      general partner of Alliance Ventures II, L.P.) 15% of Net Profits from
      Portfolio Investments as set forth at Sections 3.2 and 3.3 of the Alliance
      Ventures II, L.P. Partnership Agreement, respectively.

15.12 Carried Interest from Alliance Ventures III, L.P., Carried Interest from
      Alliance Ventures IV, L.P. and Carried Interest from Alliance Ventures V,
      L.P. shall mean the LLC's right to receive (as general partner of Alliance
      Ventures III, L.P.) 15% of Net Profits from Portfolio Investments as set
      forth at Sections 3.2 and 3.3 of Alliance Ventures III, L.P. Partnership
      Agreement, the LLC's right to receive (as general partner of Alliance
      Ventures IV, L.P.) 15% of Net Profits from Portfolio Investments as set
      forth at Sections 3.2 and 3.3 of Alliance Ventures IV, L.P. Partnership
      Agreement, and the LLC's right to receive (as general partner of Alliance
      Ventures V, L.P.) 15% of Net Profits from Portfolio Investments as set
      forth at Sections 3.2 and 3.3 of Alliance Ventures V, L.P. Partnership
      Agreement, respectively.

15.13 Carrying Value means, with respect to any LLC asset, the asset's adjusted
      basis for federal income tax purposes, except as follows:

      15.13.1 The initial Carrying Value of any asset contributed by a Member to
           the LLC shall be the agreed-upon fair market value of the asset upon
           contribution, as determined by the contributing Member and the LLC.
           The initial Carrying Values of the assets contributed to the LLC as
           Capital Contributions are set forth on Exhibit A hereto.

      15.13.2 In the discretion of the Board of Managers, the Carrying Values of
           all LLC assets may be adjusted to equal their respective fair market
           values, as determined by the Board of Managers, and the resulting
           unrecognized gain or loss allocated to the Capital Accounts of the
           Members as though such assets had been sold for their respective fair
           market values as of the following times:

           15.13.2.1 the  acquisition  of an additional  interest in the LLC by
                any new or  existing  Member  in  exchange  for more  than a de
                minimis capital contribution; and

           15.13.2.2 the distribution by the LLC to a Member of more than a de
                minimis amount of LLC assets, unless all Members receive
                simultaneous distributions of either undivided interests in the
                distributed property or identical LLC assets in proportion to
                their interests in the LLC.

      15.13.3 The Carrying Values of all LLC assets shall be adjusted to equal
           their respective fair market values, as determined by the Board of
           Managers, and the resulting unrecognized gain or loss allocated to
           the Capital Accounts of the Members as though such assets had been
           sold for their respective fair market values as of the following
           times:

           15.13.3.1  the date the LLC is  liquidated  within  the  meaning  of
                Treasury Regulation Section 1.704-1 (b)(2)(ii)(g); and

           15.13.3.2 the  termination  of the LLC pursuant to the provisions of
                this Agreement.

      15.13.4 The Carrying Values of LLC assets shall be increased or decreased
           to the extent required under Treasury Regulation Section
           1.704-1(b)(2)(iv)(m) in the event that the adjusted tax basis of LLC
           assets is adjusted pursuant to Code Sections 732, 734 or 743.

      15.13.5 The Carrying Value of a LLC Asset that is distributed (whether in
           liquidation of the LLC or otherwise) to one or more Members shall be
           adjusted to equal its fair market value, as determined by the Board
           of Managers, and the resulting unrecognized gain or loss allocated to
           the Capital Accounts of the Members as though such asset had been
           sold for such fair market value.

      15.13.6 The Carrying Value of a LLC asset shall be adjusted by the
           depreciation, amortization or other cost recovery deductions, if any,
           taken into account by the LLC with respect to such asset in computing
           Net Income or Net Loss.

15.14 Code shall mean the Internal Revenue Code of 1986, as amended.

15.15 Dissociated Member shall have the meaning given that term in Section 2.9.

15.16 Dissolution of a Member that is not a natural person shall mean that such
      Member has terminated its existence, whether partnership or corporate,
      wound up its affairs and dissolved; provided, however, that a change in
      the membership of any Member that is a general partnership shall not
      constitute "Dissolution" hereunder, whether or not the Member is deemed
      technically dissolved for partnership law purposes, so long as the
      business of the Member is continued.

15.17 Dissolution Event shall mean the death or dissolution of a Member, the
      occurrence of which terminates the Member's continued membership in the
      LLC and results in the dissolution of the LLC under the Act unless the
      holders of Units representing a majority of votes (determined pursuant to
      Section 2.4) agree otherwise pursuant to Section 14.2.

15.16 Fiscal Year shall mean the period from January 1 to December 31 of each
      year, or as otherwise required by law.

15.17 Incompetency of a person shall mean that such person shall have been
      judged incompetent or insane by a decree of a court or administrative
      tribunal of appropriate jurisdiction.

15.18 Initial Contribution shall have the meaning set forth in Section 3.1.

15.19 Marketable Security shall refer to a security that is (a) registered under
      the Securities Act, (b) traded on a national securities exchange or
      over-the-counter, (c) currently the subject of an issuer-filed Securities
      Act registration statement, (d) a direct obligation of, or an obligation
      guaranteed as to principal and interest by, the United States, a
      certificate of deposit maturing within one year or less issued by an
      institution insured by the Federal Deposit insurance Corporation, or a
      similar security, or (e) transferable pursuant to SEC Rule 144.

15.20 Members shall mean all Members of the LLC, including Substitute Members,
      and Additional Members, but does not include Assignees.

15.21 Net Income or Net Loss shall mean the net book income or loss of the LLC
      for any relevant period. The net book income or loss of the LLC shall be
      computed in accordance with Federal income tax principles under the method
      of accounting elected by the LLC for Federal income tax purposes, and as
      otherwise adjusted by:

      15.21.1 including as income or deductions, as appropriate, any tax-exempt
           income and related expenses that are neither properly included in the
           computation of taxable income nor capitalized for Federal income tax
           purposes;

      15.21.2 including as a deduction when paid or incurred (depending on the
           LLC's method of accounting) any amounts utilized to organize the LLC
           or to promote the sale of (or to sell) an interest in the LLC, except
           that amounts for which an election is properly made by the LLC under
           Section 709(b) of the Code shall be accounted for as provided
           therein;

      15.21.3 including as a deduction any losses incurred by the LLC in
           connection with the sale or exchange of property notwithstanding that
           such losses may be disallowed to the LLC for Federal income tax
           purposes under the related party rules of the Code (including Code
           Sections 267(a)(1) or 707(b));

      15.21.4 calculating the gain or loss on disposition of LLC assets and the
           depreciation, amortization or other cost- recovery deductions, if
           any, with respect to LLC assets by reference to their Carrying Value
           rather than their adjusted tax basis; and

      15.21.5 excluding as an item of income, gain, loss or deduction any items
           allocated pursuant to Section 10.2 of this Agreement.

15.22 Partnerships shall mean Alliance  Ventures I,  L.P., a California limited
      partnership  and  Alliance   Ventures II,   L.P.,  a  California  limited
      partnership.

15.23 Permitted  Transfer  shall  have the  meaning  set forth in  Section 12.4
      hereof.

15.24 Person shall mean a natural person, partnership (whether general or
      limited and whether domestic or foreign), LLC, foreign limited liability
      company, trust, estate, association, corporation, custodian, nominee or
      any other individual or entity in its own or representative capacity.

15.25 Substitute Member shall mean an Assignee who has been admitted to all the
      rights of membership pursuant to this Agreement.

15.26 Transfer shall mean any transfer, sale, encumbrance, mortgage, assignment
      or other disposition.

15.27 Treasury Regulations shall mean regulations issued pursuant to the Code.

15.28 Unit Register shall have the meaning set forth in Section 8.4.


16.   Miscellaneous

16.1  Amendment
      This Agreement may be amended only with the consent of the Members;
      provided however, that no amendment that adversely affects the rights of
      one class of Units in a manner different than that of another class of
      Units shall be effective against any holder of such adversely affected
      Units who has not consented thereto.

16.2  Power of Attorney
      By signing this Agreement, each Member designates and appoints the
      Managers as its or his true and lawful attorney, in his name, place and
      stead, to make, execute, sign and file such instruments, documents or
      certificates which may from time to time be required by the laws of the
      United States of America and the State of California and any political
      subdivision thereof or any other state or political subdivision in which
      the LLC shall do business to carry out the purposes of this Agreement,
      except where such action requires the express approval of the Members
      hereunder. Such attorney is not hereby granted any authority on behalf of
      the undersigned Members to amend this Agreement except that as attorney
      for each of the undersigned Members, the Managers shall have the authority
      to amend this Agreement and the LLC's Articles of Organization as may be
      required to give effect to the transactions below following any necessary
      approvals or consents of the Members:

      16.2.1    extensions of the term of the LLC;

      16.2.2    admissions of additional Members;

      16.2.3    transfer of a Member's Units;

      16.2.4    withdrawals or distributions; and

      16.2.5    contributions of additional capital.

      The Managers shall provide to the Members copies of all documents executed
      pursuant to the power of attorney contained in this Section 16.2.

16.3  Withholding Taxes

      16.3.1 The LLC shall at all times be entitled to make payments with
           respect to any Member or Assignee in amounts required to discharge
           any obligation of the LLC to withhold or make payments to any
           governmental authority with respect to any federal, state, local or
           other jurisdictional tax liability of such Member or Assignee arising
           as a result of such Member or Assignee's interest in the LLC. To the
           extent each such payment satisfies an obligation of the LLC to
           withhold with respect to any distribution to a Member or Assignee on
           which the LLC did not withhold or with respect to any Member's or
           Assignee's allocable share of the income of the LLC, each such
           payment shall be deemed to be a loan by the LLC to such Member or
           Assignee (which loan shall be deemed to be immediately due and
           payable) and shall not be deemed a distribution to such Member or
           Assignee. The amount of such payments made with respect to such
           Member or Assignee, plus interest, on each such amount from the date
           of each such payment until such amount is repaid to the LLC at an
           interest rate per annum equal to the prime rate, from time to time in
           effect, of the Bank of California, San Francisco, California, shall
           be repaid to the LLC by:

           16.3.1.1  deduction from any cash  distributions made to such Member
                or Assignee pursuant to this Agreement;

           16.3.1.2  deduction  from any  non-cash  distributions  made to such
                Member or Assignee; or

           16.3.1.3 earlier payment by such Member or Assignee to the LLC, in
                each case as determined by the Managers in their sole
                discretion.

           The Managers may, in their discretion, defer making distributions to
           any Member or Assignee owing amounts to the LLC pursuant to this
           Section 16.3 until such amounts are paid to the LLC and shall in
           addition exercise any other rights of a creditor with respect to such
           amounts.

      16.3.2 Each Member or Assignee agrees to indemnify and hold harmless the
           LLC and the Managers and each of the Members, from and against any
           liability for taxes, interest or penalties that may be asserted by
           reason of the failure to deduct and withhold tax on amounts
           distributable or allocable to said Member or Assignee. Any amount
           payable as indemnity hereunder by a Member or Assignee shall be paid
           promptly to the LLC upon request for such payment from the Managers,
           and if not so paid, the Managers and the LLC shall be entitled to
           claim against and deduct all such amounts from the Capital Account
           of, or from any distribution due to, the affected Member or Assignee.



<PAGE>


16.4  Further Assurances
      The parties agree to execute and deliver any further instruments or
      documents and perform any additional acts that are or may become necessary
      to effectuate and carry on the LLC created by this Agreement.

16.5  Binding Effect
      Subject to the restrictions on transfer set forth in Section 12, this
      Agreement shall be binding on and inures to the benefit of the Members and
      their respective transferees, successors, assigns and legal
      representatives.

16.6  Governing Law
      This Agreement shall be governed by and construed under the laws of the
      State of California as applied to agreements among California residents
      entered into and to be performed entirely within California.

16.7  Entire Agreement
      This Agreement constitutes the entire agreement among the parties with
      respect to the subject matter herein.

16.8  Arbitration
      Any controversy or claim arising out of or relating to this Agreement, or
      the breach thereof, shall be settled by arbitration in Santa Clara or San
      Mateo County, California in accordance with the rules then obtaining, of
      the American Arbitration Association regarding commercial arbitration.
      Judgment upon the award rendered may be entered into any court having
      jurisdiction thereof. The losing party shall bear the costs and expenses
      of such arbitration.

16.9  Counterparts
      This Agreement may be executed in one or more counterparts with the same
      force and effect as if each of the signatories had executed the same
      instrument.

16.10 Amendment of Prior Agreement
      By executing this Agreement, the parties intend to replace the Prior
      Agreement dated October 15, 1999 with this Agreement, on the Effective
      Date of this Agreement.



<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the date first above written.

Members:

By:  /s/ N. Damodar Reddy             By: /s/ C.N. Reddy
     ----------------------------         ---------------------------
signature                             signature

N. Damodar Reddy                      C.N. Reddy
---------------------------------     -------------------------------
printed name                          printed name

By:  /s/ V.R. Ranganath               By: /s/ Bradley Perkins
     ----------------------------         ---------------------------
signature                             signature

V.R. Ranganath                        Bradley Perkins
---------------------------------     -------------------------------
printed name                          printed name

By:  /s/ David Eichler
     ----------------------------
signature

David Eichler
---------------------------------
printed name

Alliance Semiconductor
Corporation

By:  /s/ N. Damodar Reddy
     ----------------------------
signature of authorized
representative

N. Damodar Reddy
---------------------------------
printed name

President and CEO
---------------------------------
title


<PAGE>

                                    Exhibit A
                            Members and Unit Holdings



<TABLE>
<CAPTION>
Member                           Number of Units    Initial Carrying Value
-------------------------------------------------------------------------------

<S>                          <C>                      <C>
Alliance Semiconductor       10,000 Common Units      $2,500.00
 Corporation

N. Damodar Reddy             10,000 Series A Units    $2,500.00
                             10,000 Series B Units    $2,500.00
                              8,000 Series C Units    $2,000.00
                             10,000 Series D Units    $2,500.00
                             10,000 Series E Units    $2,500.00

C.N. Reddy                   10,000 Series A Units    $2,500.00
                             10,000 Series B Units    $2,500.00
                              8,000 Series C Units    $2,000.00
                             10,000 Series D Units    $2,500.00
                             10,000 Series E Units    $2,500.00

V.R. Ranganath               10,000 Series A Units    $2,500.00
                             10,000 Series B Units    $2,500.00
                              9,333 Series C Units    $2,333.25
                             10,000 Series D Units    $2,500.00
                             10,000 Series E Units    $2,500.00

Bradley Perkins                 632 Series A Units      $158.00
                               1000 Series B Units      $250.00
                                933 Series C Units      $233.25
                               1000 Series D Units      $250.00
                               1000 Series E Units      $250.00

David Eichler                   421 Series A Units      $105.25
                                764 Series B Units      $191.00
                                600 Series C Units      $150.00
                                764 Series D Units      $191.00
                                764 Series E Units      $191.00

Shastri Divakaruni            2,941 Series B Units      $735.25
                              6,000 Series C Units    $1,500.00

</TABLE>