EXHIBIT 10.1

                     OPERATING AGREEMENT
                             OF
                     PHOENIX TELNET, LLC

     This Operating Agreement ("Agreement"), effective as of
October  1,  2002, by and among the parties  executing  this
Agreement  as  Members, confirms the understanding  of  said
parties as to the matters contained herein.

       The   parties   hereto,   for   good   and   valuable
consideration,  the  receipt and sufficiency  of  which  are
hereby acknowledge, agree as follows:

                          ARTICLE I
                         Definitions

      SECTION 1.1.  As used herein, the following terms  and
phrases shall have the meanings indicated:

      (A)    "Act"  means  the  Delaware  Limited  Liability
Company  Act (Title 6, Chapter 18 of the Delaware Laws),  as
amended from time to time.

      (B)    "Capital Account" means, with respect  to  each
Member, the account established for each Member pursuant  to
Section  6.2 herein, which will initially equal the  Capital
Contributions of such Member and will be:  (i) increased  by
the amount of Net Profits allocated to such Member, and (ii)
reduced by the amount of Net Losses allocated to such Member
and the amount of Cash Flow distributed to such Member.  The
Members'  Capital Accounts will be determined and maintained
in  accordance  with  the rules of paragraph  (b)(2)(iv)  of
Regulation Section 1.704-1 of the Code.

      (C)    "Capital Contributions" means the money or  the
fair market value of the property contributed to the Company
by the Members pursuant to Section 6.1 herein.

      (D)    "Cash Flow" has the meaning provided in Section
7.1 herein.

      (E)    "Code" means the Internal Revenue Code of 1986,
as   amended,  or  corresponding  provisions  of  subsequent
revenue laws.

     (F)   "Company" means this Limited Liability Company.

      (G)   "Family  Group"  means an  individual's  spouse,
parents, siblings or lineal descendants, one or more  trusts
for  the  benefit of such individual or his or  her  spouse,
parents,  siblings or lineal descendants,  or  one  or  more
family  limited  partnerships or  family  limited  liability
companies  where the principal partners or members,  as  the
case  may  be,  are such individual or his  or  her  spouse,
parents, siblings or lineal descendants.

      (H)   "Manager(s)" means the Member or Members or  any
principal or principals thereof selected by a majority  vote
of the Members, at a meeting of Members duly called and held
for such purpose, to serve as the Manager or Managers of the
Company.

     (I)   "Members" means the persons designated as such in
this  Agreement, any successor(s) to their interests as such
in  the Company, and any other person who, pursuant to  this
Agreement,  shall  become  a Member.   Any  reference  to  a
"Member" shall be to any one of the then Members.

      (J)   "Mandatory  Tax Distribution  Amount"  means  an
amount  equal  to the excess of (i) 40% of the  net  taxable
income  of the Company allocated to (or reasonably estimated
to  be  allocable  to) a Member from the  beginning  of  the
fiscal   year  through  the  end  of  each  fiscal   quarter
attributable  to  the Profits and Losses allocated  to  such
Member   under  this  Agreement,  over  (ii)  the  aggregate
Mandatory  Tax  Distribution  Amounts  distributed  to  such
Member  for  all prior fiscal quarters in such fiscal  year.
If  a Member is allocated a net loss for federal income  tax
purposes under this Agreement for any fiscal year or  period
of the Company (calculated under the principles described in
clause  (i) of the preceding sentence) beginning  after  the
effective  date of this Agreement, then such net loss  shall
be offset against, and shall reduce the net income allocated
(or  reasonably estimated to be allocable) to,  such  Member
under  this Agreement in subsequent fiscal quarters  of  the
Company  (until such net loss is exhausted) for purposes  of
calculating the Mandatory Tax Distribution Amount  for  such
Member  for such subsequent fiscal quarters within the  same
fiscal year.

      (K)    The words "Membership Interest" mean a Member's
ownership  interest  in  the  Company,  as  evidenced  by  a
certificate issued by the Company, expressed as Units, where
a  "Unit" means a single unit of ownership interest  in  the
Company  and a Member's Units bear the same relationship  to
the aggregate Units as the Member's ownership interest bears
to the aggregate ownership interests in the Company.

      (L)    "Net  Profits" and "Net Losses"  mean  the  net
profit  or net loss, respectively, of the Company determined
in accordance with Section 8.2 herein.

      (M)    "Person" means any natural person, corporation,
partnership,  joint venture, association, limited  liability
company or other business or legal entity.

      (N)   "Transfer"  means, as a noun, any  voluntary  or
involuntary    transfer,   sale,   pledge,    hypothecation,
assignment or other disposition of a Membership Interest  by
a  Member  and,  as a verb, voluntarily or involuntarily  to
transfer,  sell,  pledge, hypothecate, assign  or  otherwise
dispose of a Member's Membership Interest.

                         ARTICLE II
                 Organization of the Company

      SECTION  2.1.  (A)  The purpose of the Company  is  to
conduct  any  lawful  business for which  limited  liability
companies  may be organized, including, without  limitation,
providing  Internet  access services,  long  distance  voice
service   over   the   Internet  and   any   other   related
telecommunications services, and to do all things  necessary
or useful in connection with the foregoing.

          (B)  The Company may transact business with, enter
into  contracts with, have an interest in and/or employ  any
Person,  notwithstanding the fact that a Manager  or  Member
may  be  related to, be an Affiliate of, or have a financial
interest in such Person.

      SECTION  2.2.  The names and addresses of the Members,
the  amounts  of  their initial Capital  Contributions,  and
their  respective  Membership Interests  are  set  forth  in
attached Appendix A.   The Persons listed in Appendix A will
become  Members in the Company:  (i) upon execution of  this
Agreement  and  payment to the Company of  their  respective
Initial Capital Contributions in accordance with Section 6.1
herein,  in  the  case  of initial  Members;  or  (ii)  upon
satisfaction of the applicable provisions of Article IX,  in
the case of additional Members.   In the event that a Member
contributes any Intellectual Property or similar  intangible
property   pursuant   to  Appendix  A  or   any   instrument
contemplated thereby, and it is subsequently determined that
the  Member  did  not  have good title to  such  contributed
property  or it is held by a forum of competent jurisdiction
not  to  have  validly  and  indefeasibly  contributed  such
property  to the Company, then, in addition to  and  not  in
lieu  of  any  other rights or remedies, the  Company  shall
reduce or eliminate such Member's Capital Account as if such
property had never been contributed to the Company; where  a
Member's  entire  Capital Contribution is so  involved,  the
Member  shall  be  deemed never to  have  made  its  Capital
contribution   and   its  Membership   Interest   shall   be
extinguished.

      SECTION 2.3.  The Members will continue to do business
under  the name of the Company until the Manager(s)  changes
the  name or the Company terminates.  The principal  address
of  the  Company  shall  be such  place  or  places  as  the
Manager(s)  may determine.  The Manager(s) will give  notice
to  the Members promptly after any change in the location of
the principal office of the Company.

      SECTION  2.4.  The Company shall terminate on December
31,  2027; provided, however, that the Company may terminate
prior  to  such  date  as provided in  this  Agreement;  and
provided further that the Members, by majority vote taken no
later than six months prior thereto, may elect to extend the
term of the Company an additional twenty years.

                         ARTICLE III
              Rights and Liabilities of Members

      SECTION 3.1.  Each Member is entitled:  (i) to receive
the  financial  statements  and  tax  reporting  information
referred to in Section 11.1 herein; (ii) to vote on  matters
presented  to  Members  for their  vote  or  consent  or  as
provided   for  in  this  Agreement;  (iii)  to  require   a
dissolution  of  the Company in accordance  with  Article  X
herein;  and  (iv)  to have such additional  rights  as  are
elsewhere   provided  in  this  Agreement  or  by  mandatory
requirements of applicable law.

      SECTION  3.2.   Except as otherwise  provided  herein,
whenever  any matter is presented to the Members  for  their
vote  or consent, the matter will be considered approved  or
consented to upon the affirmative vote or written consent of
a majority of the Membership Interests.

      SECTION 3.3.  Subject to any mandatory requirements of
applicable  law,  the following limitation on  the  Members'
rights apply:

           (A)  No  Member, in his/its capacity as a Member,
has  the right to take any part whatsoever in the management
and  control of the ordinary business of the Company or sign
for  or  bind  the Company, except as expressly provided  in
this Agreement.

           (B)   No Member will be entitled to withdraw  any
part   of   his/its  Capital  Account  or  to  receive   any
distributions from the Company, except as expressly provided
in this Agreement.

           (C)   No Member will have the right to require  a
partition of the property or to compel any sale or appraisal
of  the  Company's assets or any sale of a deceased Member's
interest  in  the  Company's  assets,  notwithstanding   any
provision  of  law to the contrary, or except  as  expressly
provided in this Agreement

      SECTION  3.4.  (A)  No Member will be bound by  or  be
personally   liable   for  the  expenses,   liabilities   or
obligations of the Company or of any other Member;  provided
that  a  Member  who  knowingly receives a  distribution  or
payment  made by the Company in violation of this  Agreement
will be liable to the Company to the extent required by  the
Act.  In addition, each Member's liability for the debts  of
the Company will be limited as set forth in the Act.

           (B)   No  Member or Manager(s) (nor  any  officer
thereof)  will  be  liable, responsible, or  accountable  as
such,  in  damages  or otherwise, to any Member  or  to  the
Company  for  any  act or omission with respect  to  Company
matters,  except  for  fraud, breach of  fiduciary  duty  or
willful breach of this Agreement.

           (C)   The  failure of the Company to observe  any
formalities or requirements relating to the exercise of  its
powers  or  the management of its business or affairs  under
this  Agreement  will not be grounds for  imposing  personal
liability on any Member or Manager (or any officer  thereof)
for any liabilities of the Company.

     SECTION 3.5.  The Members may engage in any business or
profession  or  possess an interest in other  businesses  or
professions  of every nature and description,  independently
or  with  others,  other than any business providing  either
long  distance  voice  services or Internet  access  service
competitive with the Company.  Neither the Company  nor  any
other  Member, as such, shall have any rights in such  other
businesses or the income or profits thereof.
                         ARTICLE IV
                     Meetings of Members

      SECTION 4.1.  (A)  An annual meeting of Members  shall
be  held  within  three (3) months after the  close  of  the
fiscal year of the Company, on such date and at the time and
place   (either  within  or  without  the   State   of   its
organization) as shall be fixed by the Manager(s).   At  the
annual meeting, the Members, by a majority vote, shall elect
the  Manager(s), and shall transact such other  business  as
may properly be brought before the meeting.

          (B)  A special meeting of Members may be called at
any  time  by  the Manager(s), and shall be  called  by  the
Manager(s)  at  the  request, in  writing,  of  the  Members
holding  a majority of the Membership Interests and entitled
to  vote at such meeting.  Any such request shall state  the
purpose  or  purposes  of  the proposed  meeting.   Business
transacted  at  any  special meeting  of  Members  shall  be
confined to the purposes set forth in the notice thereof.

          (C) A member will be deemed present at any meeting
of  the  Members if he/it participates through any  form  of
communications  equipment  that  allows  all  other  Members
participating  in  the  meeting  to  communicate  with  such
Member.

          (D)  Any action required by the Act to be taken or
which  may be taken at any annual or special meeting of  the
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, is signed by the Members  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 Members entitled to vote thereon were present  and
voted.   Prompt  notice of the taking of the Company  action
without  a  meeting by less than unanimous  written  consent
shall  be  given to those Members who have not consented  in
writing.

      SECTION  4.2.  (A)  Written notice of the time,  place
and  purpose of every meeting of Members (and, if other than
an annual meeting, the person or persons at whose discretion
the   meeting  is  being  called)  shall  be  given  by  the
Manager(s) to each Member of record entitled to vote at such
meeting,  not  less than ten (10) nor more than  sixty  (60)
days prior to the date set for the meeting. Notice shall  be
given  either personally or by mailing said notice by  first
class  mail to each Member at his address appearing  on  the
record  book  of  the  Company, or  at  such  other  address
supplied  by  him,  in  writing, to the  Manager(s)  of  the
Company for the purpose of receiving notice.

           (B)  A written waiver of notice setting forth the
purpose of the meeting for which notice is waived, signed by
the  person  or  persons entitled to  such  notice,  whether
before  or  after  the time of the meeting  stated  therein,
shall  be  deemed equivalent to the giving of  such  notice.
The attendance by a Member at a meeting, either in person or
by  proxy,  without  protesting the lack of  notice  thereof
shall constitute a waiver of notice of such Member.

          (C)  All notices given with respect to an original
meeting  shall  extend to any and all adjournments  thereof,
and  such  business  as might have been  transacted  at  the
original  meeting  may  be  transacted  at  any  adjournment
thereof.   No notice of any adjourned meeting need be  given
if  an  announcement of the time and place of the  adjourned
meeting is made at the original meeting.

      SECTION  4.3.   The  holders  of  a  majority  of  the
Membership  Interests of the Members present  in  person  or
represented   by  proxy,  shall  be  requisite   and   shall
constitute  a quorum at all meetings of Members,  except  as
otherwise   provided  by  statute  or  the  Certificate   of
Formation.  If, however, a quorum shall not  be  present  or
represented at any meeting of Members, the Members  entitled
to  vote thereat, present in person or represented by proxy,
shall  have power to adjourn the meeting from time to  time,
without notice other than announcement at the meeting, until
a  quorum shall be present or represented. At such adjourned
meeting  at  which a quorum shall be present or represented,
any  business  may  be  transacted  which  might  have  been
transacted  at  the meeting as originally notified.  When  a
quorum is once present to organize a meeting, such quorum is
not  deemed  broken  by  the subsequent  withdrawal  of  any
Members.

      SECTION  4.4.  Every Member entitled to  vote  at  any
meeting  shall  be entitled to vote in accordance  with  his
Membership Interest in the Company held by him of record  on
the  date fixed as the record date for said meeting, and may
so  vote in person or by proxy.  Any Company action shall be
authorized  by a majority in interest of the votes  cast  by
the   Members  entitled  to  vote  thereon,  except  as  may
otherwise  be  provided  by  statute,  the  Certificate   of
Formation or this Agreement.

      SECTION 4.5.  Every proxy must be signed by the Member
entitled to vote or by his duly authorized attorney-in-fact,
and  shall be valid only if filed with the Managers  of  the
Company prior to the commencement of voting on the matter in
regard  to which said proxy is to be voted.  No proxy  shall
be valid after the expiration of eleven months from the date
of its execution, unless otherwise expressly provided in the
proxy.   Every proxy shall be revocable at the  pleasure  of
the  person  executing it, except as otherwise  provided  by
statute.   Unless the proxy, by its terms,  provides  for  a
specific revocation date and except as otherwise provided by
statute, revocation of a proxy shall not be effective unless
and  until  such  revocation is executed in writing  by  the
Member who executed such proxy, and the revocation is  filed
with  the  Manager(s) of the Company prior to the voting  of
the proxy.

     SECTION 4.6.  All meetings of Members shall be presided
over  by  the  Manager(s) or, if not present,  by  a  Member
thereby   chosen  by  the  Members  at  the  meeting.    The
Manager(s)  or  the  person presiding at the  meeting  shall
appoint  any  person  present to act  as  secretary  of  the
meeting.

      SECTION  4.7.   For  the purpose  of  determining  the
Members  entitled to notice of or to vote at any meeting  of
Members or any adjournment thereof, or to express consent or
dissent  from  any proposal without a meeting,  or  for  the
purpose  of  determining  the Members  entitled  to  receive
payment of any distribution of Cash Flow or the allotment of
any  rights,  or  for the purpose of any other  action,  the
Members  may fix, in advance, a date as the record date  for
any  such determination of Members.  Such date shall not  be
more than fifty (50) nor less than ten (10) days before  the
date  of any meeting nor more than fifty (50) days prior  to
any  action  taken  without a meeting, the  payment  of  any
distribution of Cash Flow or the allotment of any rights, or
any other action.  When a determination of Members of record
entitled  to notice of or to vote at any meeting of  Members
has  been  made  as  provided  in  this  Section  4.7,  such
determination shall apply to any adjournment thereof, unless
the Members fix a new record date under this Section 4.7 for
the adjourned date.

      SECTION  4.8.  The Company shall be entitled to  treat
the  holder  of  record of any Membership  Interest  as  the
holder in fact thereof and, accordingly, shall not be  bound
to  recognize any equitable or other claim to or interest in
such  Membership Interest on the part of any  other  person,
whether  or  not  it  shall  have express  or  other  notice
thereof, except as otherwise provided by the Act.

                          ARTICLE V
                         Management

     SECTION 5.1.  Management of the Company shall be vested
in  the  Manager(s)  of the Company.   Except  as  otherwise
provided  in  this  Agreement, if there  is  more  than  one
Manager,  all  decisions  of the  Managers  shall  be  by  a
majority vote of same.  All Managers must be Members of  the
Company  or principals of the Members.  The initial  Manager
of the Company will be GAN & Associates, Inc. ("GAN"), which
will  serve  as  such  until  a  successor  is  elected  and
qualified  at the first annual meeting of the Members.   The
initial Manager may be removed only by the unanimous vote or
the unanimous written consent of the Members.

      SECTION 5.2.  The Manager(s) shall hold office for the
term  for  which  elected and until  a  successor  has  been
elected  and qualified.  A vacancy in the office of  Manager
arising  from  any  cause may be filled  for  the  unexpired
portion of the term by a majority vote of the Members  at  a
meeting held for such purpose.

      SECTION  5.3  Any Manager may resign at  any  time  by
giving  written  notice thereof to the  Members.   Any  such
resignation shall take effect at the time specified in  said
notice  or, if the time is not specified therein,  upon  the
receipt   thereof,   irrespective  of   whether   any   such
resignation shall have been accepted.

      SECTION  5.4.  The Manager(s) will direct, manage  and
control the business and assets of the Company. Except where
specifically  reserved to the Members or elsewhere  provided
in  this  Agreement,  the  Manager(s)  will  have  full  and
complete  authority,  power and  discretion  to  manage  and
control  the  business,  affairs,  and  properties  of   the
Company,  and  to  perform any and all  other  acts  of  the
Company,  to make all decisions regarding those matters  and
to  perform  any all other acts or activities  customary  or
incident  to  the management of the Company's  business  and
assets.   The  Manager(s)  may  delegate  to  any  officers,
employees or agents of the Company all or part of the  power
and  authority  to conduct the business of the  Company,  in
accordance with this Agreement.  Any power or authority  not
delegated by the Members shall remain with them.

      SECTION  5.5.  In addition to obligations  imposed  by
other  provisions  of this Agreement, the Manager(s)  is  to
devote  to  the Company such time as is reasonably necessary
to  carry  out  the  business of the  Company  in  order  to
accomplish its purposes.  The Manager(s) shall, on behalf of
the Company and at the expense of the Company:

            (A)   execute,  acknowledge,  and  certify   all
documents and instruments and take or cause to be taken  all
actions  that may be necessary or appropriate: (i)  for  the
continuation of the Company's valid existence as  a  limited
liability  company under the Act and each other jurisdiction
in  which such existence is necessary to protect the limited
liability  of the Members; (ii) to effectuate the provisions
of this Agreement; or (iii) to enable the Company to conduct
its business in the ordinary course;

           (B)    manage  the affairs of the  Company  in  a
businesslike manner and will devote such part of its time to
the  Company  affairs  as is reasonably  necessary  for  the
conduct of the affairs.

           (C)   conduct  the  affairs  of  the  Company  in
compliance with applicable laws and in the best interests of
the Company and its business;

      (D)  not permit the use of Company funds or assets for
other than the benefit of the Company;

     (E)  cause the Company to obtain and maintain such all-
risk,  public  liability, workers' compensation,  and  other
insurance,  if  any,  as  may be available  on  commercially
reasonable  terms and as the Manager(s) may deem  necessary,
affordable or appropriate; and

      (F)  cause the Company to hold all Company property in
the   Company  name  or,  in  the  case  of  cash  or   cash
equivalents, in one or more depository accounts as to  which
the Company is a beneficial owner.

     SECTION 5.6.  A Manager will be elected to serve as Tax
Matters Member, as such term is defined in Code Section 6231
(a)(7).   The Tax Matters Member shall cause the Company  to
arrange  for  the preparation of all necessary informational
federal  income tax forms on behalf of the Company  and  for
the  preparation and filing of any and all state  and  local
income and franchise tax returns required to be filed by the
Company.

      SECTION 5.7.  The Manager(s) or any trustee, director,
manager,  member,  officer  or employee  of  the  Manager(s)
serving on behalf of the Company, in the performance of  its
duties, shall be fully protected in relying in good faith on
information,  opinions,  reports, or  statements,  including
financial  statements, books of account, and other financial
data,  if prepared or presented by: (i) one or more Members,
officers or employees of the Company; or (ii) legal counsel,
public  accountants,  or other persons  that  it  reasonably
believes to have professional or expert competence.

        SECTION 5.8.  The compensation of the Managers(s) or
any  affiliates of the Manager(s) that are employed  by  the
Company  shall be fixed from time to time by the Manager(s).
The  Company shall reimburse the Manager(s) for all expenses
actually and reasonably incurred in managing the Company.

        SECTION 5.9.  (A)  From time to time, the Manager(s)
may appoint its officers, employees or agents, or any of the
other  Members or their employees or agents, as officers  of
the  Company,  and may delegate a portion of its  authority,
duties and responsibilities to officers of the Company,  and
shall  have  the  sole and exclusive authority  to  appoint,
replace  and remove all officers of the Company. The Company
will  have  a  CEO,  a  President,  a  Vice  President/Chief
Technology  Officer ("CTO"), a Secretary, a Treasurer/  CFO,
and  such  other  officers as the  Manager(s)  may,  in  its
discretion, deem necessary or appropriate from time to time.
The  initial Manager (or officer thereof) and any subsequent
Manager(s) shall serve as the CEO of the Company.

             (B)  The officers or employees appointed by the
Manager(s)   shall   have   such   authority,   duties   and
responsibilities as are customarily incident to such offices
or  as  may  otherwise be designated by the Manager(s)  from
time to time.

          (C)  Each officer shall hold his or her respective
office  unless  and  until the officer  is  removed  by  the
Manager(s), except that any officer may resign at  any  time
by  giving written notice thereof to the Manager(s).   Third
parties  dealing with the Company shall be entitled to  rely
conclusively upon the power and authority of the officers of
the Company, as set forth herein.

     SECTION 5.10.  Any person made or threatened to be made
a  party  to  an  action  or proceeding,  whether  civil  or
criminal,  by  reason of the fact that he, his  testator  or
intestate,  then  is or was a Manager, Member,  employee  or
agent of the Company, or then serves or has served on behalf
of  the  company  in  any capacity at  the  request  of  the
Company,  shall  be  indemnified  by  the  Company   against
reasonable  expenses, judgments, fines and amounts  actually
and  necessarily incurred in connection with the defense  of
such  action or proceeding or in connection with  an  appeal
therein, to the fullest extent permissible by the Act.  Such
right  of  indemnification shall not be deemed exclusive  of
any other rights to which such person may be entitled.

                         ARTICLE VI
                           Capital

      SECTION 6.1.  The Members have contributed or assigned
to  the  Capital  of  the  Company, in  exchange  for  their
Membership Interests, the cash and other property set  forth
on   Schedule  A  annexed  hereto.   If  property  has  been
contributed:  (i) the amount of the contribution  listed  on
Schedule  A shall be the fair market value of such  property
as determined by the Manager(s); and (ii) the property shall
be  described in a footnote or supplement to Schedule A.  No
interest shall be paid on any Capital Contributions.

      SECTION  6.2.  A Capital Account shall be  established
for  each Member on the books and records of the Company  in
accordance with Section l.l.B above.  If any assets  of  the
Company  are distributed to the Members in kind, the Capital
Accounts  of  the Members shall be adjusted to  reflect  the
difference between the fair market value of such  assets  on
the  date  of distribution and the basis of the  Company  in
such assets.

     SECTION 6.3.  (A)  Except as expressly provided in this
Agreement,  no  Member  shall  be  required  to   make   any
additional contributions to the capital of the Company.

           (B)   If  the Manager(s), in its sole discretion,
determines that it is in the best interest of the Company to
obtain  additional capital either from existing  Members  or
outside sources, then the Company shall give written  notice
of  such  determination to the Members.   Any  Members  that
desire to make such an additional Capital Contribution shall
then  have  a  period of ten (10) days to give  the  Company
written  notice  that  they  elect  to  participate  in  the
contribution of additional capital to the Company.   If  all
of  the Members elect to participate, then each Member shall
contribute  an  amount equal to the amount of  the  required
capital,  multiplied  by such Member's  Membership  Interest
stated as a percentage.  Each Member electing to participate
shall contribute that Member's share of the required capital
in  cash  to  the  Company within five (5) days  after  that
Member's  written  election to make such additional  Capital
Contribution, but in no event later than fifteen  (15)  days
after  the  date of the written notice from the  Manager(s).
If one or more of the Members do not elect to participate or
fail  to  respond  within the aforementioned  ten  (10)  day
period,  then  each Member who has given written  notice  of
that  Member's  decision  to contribute  additional  capital
shall  be  permitted to increase the amount of that Member's
additional contribution by an amount equal to the  remaining
amount  of  additional  capital  needed,  multiplied  by   a
fraction,  the numerator of which is the original amount  of
additional capital that such Member has agreed to contribute
and the denominator of which is the amount of the additional
capital  that  all  participating  Members  have  agreed  to
contribute.   If  a  deficit  in the  amount  of  additional
capital  required thereafter still remains, then the Members
who  have  elected  to  participate shall  be  permitted  to
contribute such remaining additional capital, until there is
no  deficit,  in such manner as such remaining  contributing
Members  may  determine. In the event the  total  amount  of
additional  capital contributions from existing  Members  is
not  received,  the  Manager(s)  may  seek  investment  from
outside sources. Members contributing additional capital  to
the   Company   may   be  allocated  additional   Membership
Interests, as determined by the Manager(s), and the  Members
hereby  acknowledge that their Membership Interests  may  be
altered  in  the  event  that one or  more  Members  do  not
contribute  additional capital or in the  event  capital  is
contributed from outside sources.  The foregoing  provisions
of  this Section 6.3(B) shall in no way affect the Company's
authority to admit new Members pursuant to Article X hereof.

      SECTION 6.4.  No Member shall be personally liable for
the  return of the Capital Contribution of any other  Member
or  any portion thereof, it being expressly understood  that
any  such  return  shall be made solely from  the  Company's
assets.

      SECTION  6.5.   Except as otherwise provided  in  this
section  6.5, no Member shall be required to loan  money  to
the  company.   In the event that the Manager(s)  determines
that  it  is in the best interest of the Company  to  borrow
funds  from  the  Members for use in the  operation  of  the
business of the Company, then the Company shall give written
notice  of such determination to the Members and the Members
shall  then  have  a period of ten (10)  days  to  give  the
Company written notice that they elect to participate in the
making  of such loans to the Company.  If all of the Members
elect  to participate, then each Member shall lend an amount
equal  to  the  amount of the required funds, multiplied  by
such Member's Membership  Interest.  Each Member electing to
participate  shall lend that Member's share of the  required
funds in cash to the Company within five (5) days after that
Member's  written election to make such loan is received  by
the Company.  If one or more of the Members do not elect  to
participate or fail to respond within the aforementioned ten
(10)  day  period,  then each Member who has  given  written
notice  of that Member's decision to lend such funds to  the
Company  shall be permitted to increase the amount  of  that
Member's loan by an amount equal to the remaining amount  of
required  funds, multiplied by a fraction, the numerator  of
which  is  original amount of the loan that such Member  has
agreed to make and the denominator of which is the amount of
the  loans  that  all participating Members have  agreed  to
make.   If a deficit in the required funds thereafter  still
remains,  then  the Company may borrow the remaining  amount
from  the  Members who have elected to participate  in  such
loans,  in  such manner as such Members may determine.   Any
loans  made  pursuant to this Section 6.5 shall  be  payable
upon demand or upon such other commercially reasonable terms
as  the  Manager(s) shall determine.  Interest shall  accrue
and shall be payable monthly on the unpaid principal balance
of  any  such loan at no less than the minimum rate required
to  avoid the imputation of interest under Section  7872  of
the  Code (whether or not Code Section 7872 applies  to  the
loan).  Any payments made by the Company on such loans shall
be  made  to  the  Members or lenders in proportion  to  the
outstanding balance of the loans owed to each of  them.   In
making any such loan, a Member shall be treated as a general
creditor of the Company and not as a Member.

                         ARTICLE VII
                    Distributions of Cash

     SECTION 7.1.  Except in connection with the liquidation
of the Company, in which case all distributions will be made
in accordance with Article X hereof, and except as otherwise
provided  in Section 7.2 below, the Company shall distribute
to  the  Members, from time to time, but no less  frequently
than  annually, all cash (regardless of the source  thereof)
of  the  Company which is not required for the operation  or
the  reasonable working capital requirements of the Company.
(Such  cash is sometimes referred to herein as "Cash Flow".)
For  purposes of this Agreement, all Cash Flow allocated  to
the  Members shall be allocated among them in the  ratio  of
their  respective Membership Interests at the time  of  such
distribution.

     SECTION 7.2.  (A)  Except as provided in subsection (B)
below,  and provided funds are available for such  purposes,
as shall be determined by the Manager(s), within thirty (30)
days of the end of each fiscal quarter of the Company or  as
promptly  thereafter  as reasonably  possible,  the  Company
shall  calculate and distribute to each Member its Mandatory
Tax Distribution Amount.

           (B)  If the Manager(s) determines the Company  is
required  to  withhold taxes on behalf  of  a  Member,  each
Member hereby authorizes the Company to withhold from or pay
on  behalf  of or with respect to such Member any amount  of
federal,  state, local or foreign taxes that the  Manager(s)
determines that the Company is required to withhold  or  pay
with  respect  to any amount distributable or  allocable  to
such  Member pursuant to this Agreement, including,  without
limitation, any taxes required to be withheld or paid by the
Company pursuant to Sections 1441, 1442, 1445 or 1446 or any
other  applicable sections of the Code.  Any amount paid  on
behalf  of  or  with respect to a Member shall constitute  a
loan  by  the  Company to such Member, which loan  shall  be
repaid  by such Member within fifteen (15) days after notice
from  the  Company that such payment must be  made,  unless:
(i)  the  Company withholds such payment from a distribution
(including  Mandatory Tax Distribution Amounts)  that  would
otherwise  be  made  to the Member; or (ii)  the  Manager(s)
determines, in its sole and absolute discretion,  that  such
payment may be satisfied out of the available funds  of  the
Company which would, but for such payment, be distributed to
the Member.

                        ARTICLE VIII
                     Profits and Losses

      SECTION 8.1.  The fiscal year of the Company shall  be
the  Calendar Year.  The Company's books shall  be  kept  in
such  manner and by using such methods of accounting as  the
Manager(s)  may  determine,  and  the  Company's  accounting
methods may be changed whenever the Manager(s) believes such
a change to be in the best interest of the Company.

      SECTION  8.2.  The Net Profits and Net Losses  of  the
Company  shall  be  the net profits and net  losses  of  the
Company as determined for Federal income tax purposes.

      SECTION 8.3.  (A)  The Net Profits of the Company  and
each  item  of  income,  gain,  loss,  deduction  or  credit
entering into the computation thereof, shall be allocated to
the  Members  in  the same proportions that  they  share  in
distributions of Cash Flow pursuant to Section 7.1 above or,
if  there  is no Cash Flow, that they would have  shared  if
there had been Cash Flow.

           (B)  The Net Losses of the Company (if any) shall
be  allocated to the Members in the ratio in which the total
Capital Contributed by each Member, pursuant to Section  6.1
above,  on  the last day of each calendar month  during  the
year  bears to the total Capital Contributed by all  Members
pursuant to Section 6.1 on such date, without regard to  the
number of days during such month in which such a person  was
a Member.

      SECTION 8.4.  References herein to "Reg. Sec." are  to
the regulations promulgated by the United States Treasury to
the   Code.    The  terms  "minimum  gain",  "minimum   gain
chargeback",  "qualified  income  offset"  and  "nonrecourse
deduction"  are  to  be  interpreted  consistent  with   the
definitions   of   such   terms  in   Reg.   Sec.   1.704-2.
"Nonrecourse liability" means any liability with respect  to
which  no  Member bears the risk of loss under Code  Section
752.  The following special allocations shall be made in the
following order:

           (A)   Except as otherwise set forth in Reg.  Sec.
1.704-2(f),  if  there  is a net decrease  in  minimum  gain
during the fiscal year of the Company, each Member shall  be
specially allocated items of gross income and gain for  such
fiscal year (and, if necessary, subsequent fiscal years)  in
an mount equal to that Member's share of the net decrease of
minimum gain determined in accordance with Reg. Sec.  1.704-
2(g).   Allocations in accordance with this  Section  8.4(B)
shall  be made first from the disposition of Company  assets
subject  to  nonrecourse liabilities, to the extent  of  the
minimum  gain  attributable to those assets, and  thereafter
from  a  pro-rata portion of the Company's  other  items  of
income and gain for the taxable year.  This Section 8.4  (B)
is  intended  to  comply  with the minimum  gain  chargeback
requirement of Reg. Sec. 1.704-2(f).


           (B)   Except as otherwise set forth in Reg.  Sec.
l.704-2(i)(4),  if  there is a net decrease  in  a  Member's
nonrecourse  liability  minimum  gain  attributable  to  the
Members'  nonrecourse liabilities during  any  fiscal  year,
each  Member  who  has  a  share of the  Member  nonrecourse
liability  minimum  gain attributable to Member  nonrecourse
liability shall be specially allocated items of gross income
and gain for such fiscal year (and, if necessary, subsequent
fiscal  years) in an amount equal to that Member's share  of
the  net decrease in Members' nonrecourse debt minimum  gain
attributable  to such Member nonrecourse debt.   Allocations
pursuant  to  this  Section shall be made  first  from  gain
recognized from the disposition of Company assets subject to
Member  nonrecourse  liabilities, to the  extent  of  Member
minimum  gain  attributable to those assets, and  thereafter
from  a  pro-rata portion of the Company's  other  items  of
income  and  gain  for  the fiscal year.   This  section  is
intended   to  comply  with  the  minimum  gain   chargeback
requirements of Reg. Sec. 1.704-2(i).

            (C)   A  Member  who  unexpectedly  receives  an
adjustment, allocation or distribution described  in  clause
(4),  (5) or (6) of Reg. Sec. 1.704-1 (b)(2)(ii)(d) will  be
allocated  items of income and gain in an amount and  manner
sufficient  to eliminate such deficit balance as quickly  as
would  have a deficit in his adjusted Capital Account  after
all  other allocations provided for in this Section 8.3 were
made, as if this paragraph were not in the agreement.

           (D)   Nonrecourse deductions shall  be  allocated
among the Members in the same proportion in which they share
the Cash Flow of the Company.

           (E)  Any nonrecourse deduction shall be allocated
to  any  Member  who bears the economic risk  of  loss  with
respect  to  the Member nonrecourse liability to which  such
deduction is attributable.

      SECTION  8.5.  Any Company gain or loss realized  with
respect  to property, other than money, contributed  to  the
Company  by  a  Member  shall be shared  among  the  Members
pursuant  to  Code  section 704(c)  and  regulations  to  be
promulgated  thereunder,  so  as  to  take  account  of  the
difference  between the Company basis and  the  fair  market
value  of  the  property  at the time  of  the  contribution
("built-in gain or loss").  Such built-in gain or loss shall
be allocated to the contributing Member upon the disposition
of the property.

      SECTION 8.6.  If any Transfer of a Membership Interest
occurs  prior  to  the  end  of  a  fiscal  year,  then  all
allocations  of  Profits  and  Losses  attributable  to  the
Transferred  Membership  Interest for  such  year  shall  be
divided  and  allocated  between  the  transferor  and   the
transferee  by  taking into account their varying  interests
during  such fiscal year, using any convention or method  of
allocation selected by the Managers which is then  permitted
under   Section   706  of  the  Code  and  the   regulations
promulgated thereunder.  All distributions made prior to the
effective  date of any such transfer shall be  made  to  the
transferor  and  any  such  distributions  made  after   the
effective  date  of  such Transfer  shall  be  made  to  the
transferee.

                         ARTICLE IX
            Admission and Withdrawal of a Member

      SECTION  9.1.   (A)   There  are  no  restrictions  on
Transfers  of  Membership Interests, except as  provided  in
this  Article  IX.  Any purported Transfer in  violation  of
this Section 9.1 is void ab initio.


          (B)  Neither the Company nor any Member shall have
a right of first refusal to purchase the Membership Interest
of  any  Member, except in the event that a Member makes  an
assignment  for the benefit of creditors, is the subject  of
an  order  for  relief under Title 11 of the  United  States
Code,  files  a petition or answer seeking for  himself  any
reorganization,   arrangement,  composition,   readjustment,
liquidation,  dissolution,  or  similar  relief  under   any
statute,  law  or  regulation,  files  an  answer  or  other
pleading  admitting  or  failing  to  contest  the  material
allegations  of  a  petition  filed  against  him   in   any
proceeding of this nature, seeks, consents to, or acquiesces
in  the appointment of a trustee, receiver or liquidator for
of  all or any substantial part of his properties.  In  such
event,  the  Company  shall have the right  to  acquire  and
retire  such Member's Membership Interest at the price,  and
upon  the  same  terms and conditions, as the  forum  having
jurisdiction  over such Member shall have approved  for  the
purchase of the Membership Interest by any other person.

           (C)   A  Member  may not Transfer its  Membership
Interest  where to do so would render the Company ineligible
to  hold  any governmental license then held by  it  or  for
which the Company then has a pending application.
      SECTION 9.2.  (A)  The Members, by a majority vote  of
all  Members  of  record entitled to  vote,  may  admit  new
members to the Company on such terms as may be determined by
the  Manager(s), and provided that:  (i) the issuance of the
additional  Membership Interests and the admission  of  such
Person  as  a  new Member has been approved the  Manager(s);
(ii) the Company has received an instrument of joinder in  a
form  attached  as  Appendix  B  executed  by  that  Person;
(iii)  that Person has made any initial Capital Contribution
required  by  the  Manager(s);  and  (iv)  that  Person  has
provided  such  other  information  or  agreements  as   the
Manager(s)  may require.  The Manager(s) shall  establish  a
Capital  Account  for  each such new  Member.   The  Members
acknowledge  that  the  issuance  of  additional   ownership
interests  in  the  Company may result in the  proportionate
dilution  or reduction of a Member's percentage of ownership
interest in the Company.

      SECTION 9.3.  All costs and expenses incurred  by  the
Company  in  connection  with the  Transfer  of  a  Member's
Membership   Interest,  including  any   filing   fees   and
publishing costs and the fees and disbursements of  counsel,
shall be paid by the assigning Member.

      SECTION 9.4.  (A)  Each person who becomes a Member in
the  Company,  by becoming a Member, shall and  does  hereby
ratify and agree to be bound by the terms and conditions  of
this Agreement.

           (B)   The  Members agree to sign such  additional
documents  as  may be required in order to admit  additional
Members  to  the Company, pursuant to Sections 9.1  and  9.2
above,  as well as, among other things, to provide  for  the
division of profits, losses and Cash Flow among the Members.

      SECTION 9.5.  (A)  No Member shall Transfer, in  whole
or  in part, its Membership Interest, except pursuant to the
terms  and  conditions of this Article  IX.   Any  purported
Transfer of a Membership Interest that does not comply  with
the terms and conditions of this Article IX will be null and
void  and  of no effect whatsoever.  This Article  IX  shall
apply to all Transfers of Membership Interests now owned  or
acquired  in  the future by the Members or any other  holder
thereof,  whether voluntary, involuntary or by operation  of
law,   and  shall  supersede  in  all  respects  all   prior
agreements, either oral or written, relating to the Transfer
of  Membership Interests.  Except as otherwise  provided  in
this Section 9.5, upon any Transfer, in whole or in part, of
a  Member's  Membership  Interest in  compliance  with  this
Article  IX,  the transferee thereof will be admitted  as  a
Member.

           (B)   Unless  a  transferee  is  admitted  as  an
additional  Member with the consent of the  Manager(s),  the
following shall apply to a Transfer to such transferee:  (i)
the  Membership Interest Transferred to the transferee  will
be   strictly   limited  to  the  transferor's   rights   to
allocations and distributions as provided by this  Agreement
with  respect to the Transferred Membership Interest,  which
allocations  and  distributions  may  be  applied   (without
limiting any other legal or equitable rights of the Company)
to satisfy any debts, obligations or liabilities for damages
that   the  transferor  or  transferee  of  such  Membership
Interest   may  have  to  the  Company;  (ii)  neither   the
transferee nor the transferor will have any rights as to the
management  of  the Company with respect to the  Transferred
Membership  Interest;  and (iii) the Transferred  Membership
Interest  will remain subject to all of the restrictions  of
this  Agreement, but the transferee will have  none  of  the
powers or rights of a Member.

            (C)    Notwithstanding  any  provision  in  this
Agreement  to  the contrary, no Transfer of  any  Membership
Interest  may  be  made (i) unless the  Transferring  Member
provides,   if   required  by  the  Company,  evidence   and
assurances  satisfactory to the Company  in  its  reasonable
discretion  (which may include an opinion of counsel  and/or
appropriate   representations  and   warranties   from   the
Transferring  Member and the transferee) that such  Transfer
is  made  in compliance with all applicable securities  laws
and  regulations promulgated thereunder, and (ii) unless the
transferee  and  the Company (on behalf of  itself  and  the
other  Members) execute and deliver a written instrument  of
joinder  in  the form of attached Appendix B,  acknowledging
the  receipt  of  a copy of the provisions and  restrictions
contained in this Agreement and agreeing to comply  herewith
and be bound hereby.

           (D)  Any transferee of a Membership Interest,  by
reason  of  such Transfer, shall become a party  to  and  be
bound  by  this Agreement.  Except as otherwise provided  in
this  Agreement,  any  transferee of a  Membership  Interest
shall  have  all  of the rights and obligations  under  this
Agreement  of  the Transferring Member with respect  to  the
Transferred Membership Interest.

      SECTION  9.6.  Each Member, for such Member  and  such
Member's heirs, representatives, successors and assigns,  as
the  case  may be, covenants to and agrees with the  Company
and  the  other  Members  that the  Member  shall  vote  its
Membership  Interest  over  which  such  Person  has  voting
control to cause the Company and the other Members to comply
with  and  perform  fully each of his, her,  its  and  their
respective   obligations,   commitments,   covenants,    and
agreements contained in this Agreement, and shall  take  any
and  all  action as a Member available to the  Member  as  a
Member  of  the  Company as may be necessary  to  cause  the
Company   to  comply  with  such  obligations,  commitments,
covenants and agreements.

                          ARTICLE X
            Termination or Dissolution of Company

      SECTION  10.1.   The Company shall  terminate  and  be
dissolved:   (i)  upon the expiration of  the  term  of  the
existence of the Company, as provided in Section 2.4  above;
(ii)  upon  an  affirmative vote of  the  Manager(s)  and  a
majority  in  interest  of  the  Members  to  terminate  and
dissolve the Company; or (iii) pursuant to the provisions of
Section 10.2 below.

      SECTION 10.2.  Except as otherwise provided in Section
9.1(B)  above  or Section 10.3 below, the Company  shall  be
dissolved in the event any Member: (i) withdraws, resigns or
is  expelled  from the Company; or (ii) makes an  assignment
for the benefit of creditors, is the subject of an order for
relief  under  Title 11 of the United States Code,  files  a
petition  or  answer seeking for himself any reorganization,
arrangement,    composition,   readjustment,    liquidation,
dissolution,  or  similar relief under any statute,  law  or
regulation,  files an answer or other pleading admitting  or
failing  to  contest the material allegations of a  petition
filed  against him in any proceeding of this nature,  seeks,
consents  to, or acquiesces in the appointment of a trustee,
receiver or liquidator for of all or any substantial part of
his properties.

      SECTION  10.3.   If  the Company is  to  be  dissolved
pursuant  to  Section 10.2 above, the owners of  a  majority
Membership Interests of the remaining Member(s) (i.e., other
than   the   Member   which  caused  the  dissolution,   the
"Defaulting Member") may elect to reconstitute and  continue
the  Company  upon the same conditions as are set  forth  in
this  Agreement.  Any such election to continue the  Company
will  not result in the creation of a new company among  the
remaining  Members,  nor  will  such  election  require  the
amendment  of this Agreement or the execution of an  amended
Agreement.  In  such  event,  the  Capital  Account  of  the
Defaulting Member shall be converted into an unsecured, non-
interest bearing loan to the Company, repayable as and  when
distributions of Cash Flow are made (treating such loan as a
capital  account  solely for the purpose of calculating  the
amount to be paid).

      SECTION  10.4.  Upon dissolution, unless the remaining
Members  elect to continue the Company pursuant  to  Section
10.3  above,  the  Company  shall  cease  to  carry  on  its
business,  except  insofar as it may be  necessary  for  the
winding up of its business, but its separate existence shall
continue until the activities set forth in Section 10.5  and
Section 10.6 below have been completed.

      SECTION 10.5.  Upon the termination and dissolution of
the Company, the then Manager(s), if any, or if there is  no
Manager,  any person elected to perform such liquidation  by
the  written consent of the owners of a majority in interest
of  the  Membership Interests, shall proceed to wind up  the
affairs of and liquidate the Company.

                (A)   The proceeds of such liquidation shall
          be applied to and distributed as follows:

           (i)  If any assets of the Company are to  be
     distributed   in  kind,  such  assets   shall   be
     distributed on the basis of the fair market  value
     thereof,  and any Member entitled to any  interest
     in such assets shall receive such interest therein
     as  a  tenant-in-common with all other Members  so
     entitled.   The fair market value of  such  assets
     shall  be  determined by an independent appraiser,
     to be selected by the Company's independent public
     accountants.  The amount by which the fair  market
     value of any property to be distributed in kind to
     the  Members exceeds or is less than the basis  of
     such  property, shall, to the extent not otherwise
     recognized  by the Company, be taken into  account
     in  computing Net Profits or Net Losses (and shall
     be  allocated among the Members in accordance with
     Section  8.3 herein) for purposes of crediting  or
     charging  the Capital Accounts of, and liquidating
     distributions   to,  the  Members  under   Section
     10.5(A)(ii) below.

           (ii)  All distributions upon liquidation  of
     the  Company shall be distributed: to each of  the
     Members,  in  proportion to the amounts  of  their
     respective  positive  Capital  Accounts,  as  such
     accounts  have  been adjusted:  (a) in  accordance
     with  Section 6.2 herein to reflect the Net Profit
     or  Net Loss realized or incurred upon the sale of
     the  Company's property or assets and  any  deemed
     sale pursuant to Section l0.5(A)(i) above; and (b)
     in  accordance with Section 8.3 herein to  reflect
     all  Net Profits or Net Losses with respect to the
     year of liquidation.  No Member shall be liable to
     repay the negative amount of his Capital Account.

          (B)  No Member shall be required to contribute any
amount to the Company solely because of a deficit balance in
that  Member's Capital Account, and any such deficit balance
shall  not  for any purpose be considered an  asset  of  the
Company.

           (C)   For  purposes  of the  liquidation  of  the
Company's assets, the discharge of its liabilities  and  the
distributions  of the remaining funds among the  Members  as
above described, the Manager(s) shall have the authority  on
behalf of the Company to sell, convey, exchange or otherwise
transfer  the  assets of the Company for such  consideration
and  upon such terms and conditions as the Manager(s)  deems
appropriate. The Manager(s) may make distributions  in  kind
to  Members.   The  Manager(s) shall have the  authority  to
purchase  any Company assets at their appraised fair  market
value.   A reasonable time shall be allowed for the  orderly
liquidation  of the assets of the Company and the  discharge
of  liabilities  of  the Company to creditors  in  order  to
enable  the  Company to minimize normal  losses  during  the
liquidation period.

      SECTION  10.6.  Each of the Members shall be furnished
with  a  statement,  reviewed by the  Company's  independent
public  accountants, which shall set forth  the  assets  and
liabilities  of the Company as of the date of the  Company's
liquidation.   Upon  completion  of  the  liquidation,   the
Manager(s) shall execute and cause to be filed a Certificate
of  Dissolution  of  the  Company  and  any  and  all  other
documents  necessary  with respect  to  termination  of  the
Company.

       SECTION  10.7.   Except  as  provided  by  law,  upon
dissolution of the Company, each Member shall look solely to
the  assets  of the Company for the return of such  Member's
Capital  Contributions.  If the Company  property  remaining
after  the payment or discharge of the debts and liabilities
of  the  Company is insufficient to allow the return of  the
full  amount  of the Capital Contributions  of  any  of  the
Members,  such  Member  or Members shall  have  no  recourse
against any other Member.

                         ARTICLE XI
                      Books and Reports

      SECTION 11.1.  The Manager(s) shall cause the  Company
to  maintain  and preserve, at the principal office  of  the
Company, the following records:

           (A)   Complete and accurate books of account,  in
which  the  Manager(s) shall so enter, fully and accurately,
each  and  every transaction of the Company.  The  books  of
account  of  the  Company shall be kept in  accordance  with
sound  accounting  practices and  principles  applied  in  a
consistent  manner by the Company; provided,  however,  that
all   methods   of   accounting  and   treating   particular
transactions  shall  be in accordance with  the  methods  of
accounting  employed for Federal income tax  purposes.   All
determinations  by  the  Manager(s)  with  respect  to   the
treatment  of any item or its allocation for Federal,  state
or local tax purposes shall be binding upon all the Members,
unless  the  determination is inconsistent with any  express
provision of this Agreement.

           (B)   A  current list of the full name  and  last
known   mailing  address  of  each  Member  set   forth   in
alphabetical order, together with the contribution and share
in  profits  and  losses  of each  Member;  a  copy  of  the
Certificate  of Formation of the Company and any  amendments
thereto; a copy of the Company's Operating Agreement and any
amendments  thereto;  and a copy of the  Company's  federal,
state and local income tax returns for the three most recent
fiscal years.

          (C)  Any Member shall have the right, from time to
time,   at   his  expense,  to  have  his  accountants   and
representatives examine and/or audit the books  and  records
of  the  Company  and the information referred  to  in  this
Section  11.1, and the Manager(s) will make such  books  and
records  and  information available  for  such  examinations
and/or  audits;  provided that such inspection  and  copying
does  not  unduly  interfere  with  the  operation  of   the
Company's business.

      SECTION  11.2.   No  value shall be  placed,  for  any
purpose, upon the Company name or the right to its  use,  or
upon  the  goodwill  of the Company or  its  business.  Upon
termination   or   dissolution  of  the   Company   (without
reconstitution  thereof) as provided in  Article  X  herein,
neither  the Company name or the right to its use,  nor  the
goodwill of the Company, shall be considered as an asset  of
the Company.

      SECTION 11.3.  The Manager(s) will cause to be sent to
each  of  the Members, within a reasonable period after  the
close of each year, the following: (a) annual statements  of
the  Company's gross receipts and operating expenses and the
capital  accounts of each Member, prepared by the  Company's
independent public accountants; and (b) a report  indicating
the  Member's share of the Company's profit or loss for that
year  and  the  Member's allocable share  of  all  items  of
income,  gain,  loss,  deduction, and  credit,  for  Federal
income tax purposes, including without limitation a copy  of
Schedule K-1 to the Company's Federal income tax return  for
the fiscal year most recently ended.

                         ARTICLE XII
                        Tax Elections

     SECTION 12.1.  In the event of a Transfer of a Member's
interest, or upon the death of a Member, or in the event  of
the  distribution of Company property to any  party  hereto,
the Company may (but need not necessarily) file an election,
in  accordance with Section 754 of the Code,  to  cause  the
basis  of  the Company property to be adjusted  for  Federal
income tax purposes, as provided by Sections 734 and 743  of
the Code.

                        ARTICLE XIII
                        Miscellaneous

      SECTION 13.1.  (A)  To the maximum extent permitted by
the  Act, the Company shall indemnify any Person who was  or
is  a  party  or  is threatened to be made a  party  to  any
threatened, pending or completed proceeding (other  than  an
action  by or in the right of the Company) by reason of  the
fact  that  such  Person is or was (i)  a  Member,  Manager,
partner, officer, employee or agent of the Company  or  (ii)
serving  at the request of the Company as a member, manager,
partner,  director, trustee, officer, employee or  agent  of
another   Person,  against  expenses  (including  attorneys'
fees),  judgments,  fines  and amounts  paid  in  settlement
actually   and  reasonably  incurred  by  such   Person   in
connection with such proceeding.

           (B)   To the maximum extent permitted by the Act,
the Company shall indemnify any Person who was or is a party
or  is  threatened  to be made a party  to  any  threatened,
pending  or completed action or suit by or in the  right  of
the Company to procure a judgment in its favor by reason  of
the  fact  that such Person is or was (i) a Member, Manager,
partner, officer, employee or agent of the Company  or  (ii)
serving  at the request of the Company as a member, manager,
partner,  director, trustee, officer, employee or  agent  of
another Person, against expenses (including attorneys' fees)
actually   and  reasonably  incurred  by  such   person   in
connection with the defense or settlement of such action  or
suit.

           (C)   To the maximum extent permitted by the Act,
the  Company  shall  pay all expenses (including  attorneys'
fees)  actually  and reasonably incurred by  any  person  by
reason  of the fact that such person is or was a Manager  or
Member of the Company in defending any proceeding in advance
of the final disposition of such proceeding, upon receipt of
an  undertaking by or on behalf of such person to repay such
amount  if  it is ultimately determined that such person  is
not  entitled to be indemnified by the Company as authorized
by the Act.

           (D)   The indemnification rights granted pursuant
to  this  Section  13.1  shall not  be  exclusive  of  other
indemnification rights, if any, granted to such  Person  and
shall   inure   to   the  benefit  of   the   heirs,   legal
representatives and successors of such Person.

           (E)   To the maximum extent permitted by the Act,
no  repeal  of  or  restrictive amendment  of  this  Section
13.1 and no repeal, restrictive amendment or termination  of
effectiveness of any law authorizing this Section 13.1 shall
apply to or affect adversely any right or protection of  any
Person  entitled to indemnification hereunder, for  or  with
respect  to  any acts or omissions of such Person  occurring
prior   to   such   repeal,  amendment  or  termination   of
effectiveness.

           (F)   The  Company  shall  acquire  and  maintain
officers  and directors liability insurance for the  benefit
of  those  entities and individuals that from time  to  time
hold  positions as Manager or as officer or director of  the
Company   or  any  subsidiary  thereof  (collectively,   the
"Management  Group"),  indemnifying  the  Management   Group
against personal liability for any act or omission taken  in
good  faith  in  the capacity as a member of the  Management
Group.

     SECTION 13.2.  This Agreement is entered into among the
Company  and  its Members for the exclusive benefit  of  the
Company, its Members and their successors and assigns.  This
Agreement is expressly not intended for the benefit  of  any
creditor  of  the Company or any other third party.   Except
and only to the extent provided by the Act, no such creditor
or third party shall have any rights under this Agreement or
any  agreement between the Company and any Manager or Member
with respect to any Capital Contribution or otherwise.

      SECTION 13.3.  Any notice or other communication under
this  Agreement shall be in writing and shall be  considered
given  when  mailed by registered or certified mail,  return
receipt   requested,  or  sent  via  recognized   commercial
overnight  delivery courier, to the parties at the following
addresses  (or at such other address as a party  shall  have
previously specified by notice to the others as the  address
to which notice shall be given to him):

           (A)   If  to  the Company, to it in care  of  the
Manager(s) at the address of the Company.

           (B)  If to the Manager(s), to them at the address
of the Company.

           (C)  If to any Member, to him at his address  set
forth on the books and records of the Company.

      SECTION  13.4.  This Agreement and the Loan Agreement,
the   Equipment  Lease  Agreement,  Contribution  Agreement,
Employment   Agreement   (Douglas  Lloyd)   and   Employment
Agreement   (Donald   G.  Payne)  of  even   date   herewith
contemplated  hereby (and the other instruments contemplated
by  those  contemporaneous  agreements)  (collectively,  the
Foundation Documents") contain a complete statement  of  all
of  the  arrangements among the parties with respect to  the
Company;  in  the  event of any conflict among  the  various
agreements,  this  Agreement shall control.  This  Agreement
cannot  be changed orally or in any manner other than  by  a
written agreement executed by all of the Members.  There are
no     representations,    agreements,    arrangements    or
understandings,  oral  or  written,  between  or  among  the
parties  relating  to the subject matter of  this  Agreement
which  are  not  fully  expressed in this  Agreement.   This
Agreement  may  be  amended by written  consent  of  Members
collectively holding a majority of the Membership Interests.
Ministerial amendments to this instrument may be made by the
Manager(s)  to amend the Company's Certificate of Formation,
to  reflect  distributions of capital, or  to  preserve  the
existence of the Company or the limited liability status  of
the Members throughout the term of this Agreement.

      SECTION  13.5.   This  Agreement  shall  be  construed
without  regard  to any presumption or other rule  requiring
construction against the party causing this Agreement to  be
drafted.

      SECTION 13.6.  As an additional inducement to  GAN  to
enter  into and perform its obligations under this Agreement
and  the  Loan Agreement and the Equipment Lease  Agreement,
Orbit  E-Commerce,  Inc.  ("Orbit")  hereby  represents  and
warrants  for  the  benefit of GAN,  the  Company,  and  any
current  or future subsidiaries of the Company or  GAN  that
all representations and warranties of Orbit set forth in any
of  the  Foundation Documents are true and correct.  Without
limiting  the  foregoing,  Orbit's execution,  delivery  and
performance  of  this  Agreement and  the  other  Foundation
Documents  has been approved by action of Orbit's  board  of
directors  and is (and are) binding and enforceable  against
Orbit in accordance with its (and their) terms.

     SECTION 13.7 This Agreement is intended to be performed
in accordance with, and only to the extent permitted by, all
applicable  laws, ordinances, rules and regulations  of  the
jurisdiction  in  which the Company does business.   If  any
provision  of this Agreement, or the application thereof  to
any  person or circumstance, shall for any reason and to any
extent,  be invalid or unenforceable, the remainder of  this
Agreement  and  the application of that provision  to  other
persons  or circumstances shall not be affected, but  rather
shall be enforced to the extent permitted by law.

      SECTION 13.8.  Anything hereinbefore in this Agreement
to  the  contrary  notwithstanding, all  references  to  the
property  of the Company are deemed to include the  profits,
losses, proceeds and Cash Flow of any property.

      SECTION  13.9.  Irrespective of the place of execution
or  performance,  this Agreement shall be  governed  by  and
construed  in  accordance with the  laws  of  the  State  of
Delaware  applicable to agreements made and to be  performed
in the State of Delaware.

      SECTION  13.10.  The captions, headings and  table  of
contents  in  this Agreement are solely for  convenience  of
reference and shall not affect its interpretation.

      SECTION 13.11.  This Agreement may be executed in  any
number  of counterparts, each of which shall be an  original
but  all  of  which shall be deemed to constitute  a  single
document.

      SECTION 13.12.  Whenever the context so requires,  the
male gender when used herein shall be deemed to include  the
female  gender, the female gender shall be deemed to include
the male gender, the singular shall be deemed to include the
plural  and  the  plural  shall be  deemed  to  include  the
singular.

      WHEREFORE,  the undersigned hereby agree, acknowledge,
and  certify  that the foregoing agreement  constitutes  the
Operating Agreement of Phoenix TelNet, LLC.

GAN & ASSOCIATES, INC.

By: /s/ Gregory A. Neely
        Gregory A. Neely, President


ORBIT E-COMMERCE, INC.

By: /s/ Douglas Lloyd
        Douglas Lloyd, President

By: /s/ Donald G. Payne
        Donald G. Payne, Chief Financial Officer