<PAGE>   1
                                                                    EXHIBIT 99.8

                              OPERATING AGREEMENT

                                       OF

                       W.R. HAMBRECHT/INLQ GUARANTORS, LLC


                                   DATED AS OF


                                  _______, 1999


<PAGE>   2
                               TABLE OF CONTENTS


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ARTICLE I         DEFINITIONS...............................................................      1

ARTICLE II        ORGANIZATION..............................................................      3

        2.1    Formation; Name..............................................................      3

        2.2    Purpose......................................................................      3

        2.3    Principal Place of Business..................................................      3

        2.4    Registered Agent.............................................................      3

        2.5    Term.........................................................................      3

        2.6    Members......................................................................      3

ARTICLE III       Capital Interests And Contributions Of The Members........................      3

        3.1    Capital Accounts.............................................................      3

        3.2    Capital Contributions and Issuance of Units..................................      3

        3.3    No Interest on Capital Contributions.........................................      4

        3.4    Return of Capital to Members.................................................      4

        3.5    Loans........................................................................      4

ARTICLE IV        MANAGEMENT................................................................      4

        4.1    Management...................................................................      4

        4.2    Restrictions on Other Activities or Investments..............................      4

        4.3    Indemnification..............................................................      5

        4.4    Tax Matters Partner..........................................................      5

ARTICLE V         PROFITS AND LOSSES........................................................      5

        5.1    General Allocations..........................................................      5

        5.2    Overriding Allocations.......................................................      6

        5.3    Intention Regarding Allocations..............................................      6

ARTICLE VI        DISTRIBUTIONS.............................................................      6

        6.1    Distributions................................................................      6

ARTICLE VII       BOOKS, RECORDS AND ACCOUNTING.............................................      7

        7.1    Books and Records............................................................      7

        7.2    Location of Books and Records................................................      7

        7.3    Accounting Methods ..........................................................      7
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                                       i.


<PAGE>   3
                               TABLE OF CONTENTS
                                  (CONTINUED)


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        7.4    Fiscal Year..................................................................      7

        7.5    Financial Statements; Tax Return Information.................................      7

ARTICLE VIII      RESTRICTIONS ON TRANSFER OF UNITS OR ECONOMIC INTEREST....................      7

        8.1    Prohibition on Transfers.....................................................      7

        8.2    Permitted Transfers..........................................................      8

        8.3    Pledge.......................................................................      8

        8.4    Void Transfers...............................................................      8

        8.5    Legend on Shares.............................................................      8

        8.6    Withdrawal Prohibited........................................................      9

ARTICLE IX        DISSOLUTION AND WINDING-UP................................................      9

        9.1    Events Causing Dissolution...................................................      9

        9.2    Winding Up of the Company....................................................      9

ARTICLE X         MISCELLANEOUS.............................................................      9

        10.1   Amendment; Entire Agreement..................................................      9

        10.2   Notices......................................................................     10

        10.3   Binding Effect; Successors and Assigns.......................................     10

        10.4   Specific Enforcement.........................................................     10

        10.5   Governing Law................................................................     10

        10.6   Section Headings.............................................................     10

        10.7   Miscellaneous Terms and Usage................................................     10

        10.8   Jurisdiction and Venue.......................................................     10

        10.9   Arbitration..................................................................     10

        10.10  Attorney Fees................................................................     11

        10.11  Further Assurances...........................................................     12

        10.12  Counterparts and Execution...................................................     12

        10.13  Confidentiality..............................................................     12
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                                      ii.


<PAGE>   4
                             OPERATING AGREEMENT OF
                       W.R. HAMBRECHT/INLQ GUARANTORS, LLC


        THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of W.R.
HAMBRECHT/INLQ GUARANTORS, LLC (this "Agreement") is made and entered into as of
this ___ day of _______, 1999, by and among the Persons listed on Exhibit A
attached hereto (the "Members").

                                    RECITALS

        The Members have agreed to form a limited liability company in
accordance with the Beverly-Killea Limited Liability Company Act under the name
"W.R. Hambrecht/INLQ Guarantors, LLC". The Members desire to enter into this
Agreement in order to set forth their understanding with respect to the
management, operation and ownership of the Company.

        NOW, THEREFORE, the Members hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        When used in this Agreement, the following terms have the meanings set
forth below:

        "ACT" means the Beverly-Killea Limited Liability Company Act as the same
may be amended from time to time.

        "AFFILIATE" means, with respect to any Person, any other Person which
directly or indirectly controls, is controlled by, or is under common control
with such Person.

        "ARTICLES" means the Articles of Organization for the Company originally
filed with the California Secretary of State, as amended from time to time.

        "CAPITAL ACCOUNT" The Capital Account of each Member shall consist of
its original capital contribution (i) increased by any additional capital
contributions, its share of income or gain that is allocated to it pursuant to
this Agreement, and the amount of any Company liabilities that are assumed by it
or that are secured by any Company property distributed to it, and (ii)
decreased by the amount of any distributions to or withdrawals by it, its share
of expense or loss that is allocated to it pursuant to this Agreement, and the
amount of any of its liabilities that are assumed by the Company or that are
secured by any property contributed by it to the Company. The foregoing
provision and the other provisions of this Agreement relating to the maintenance
of Capital Accounts are intended to comply with Treasury Regulation Section
1.704-1(b)(2)(iv), and shall be interpreted and applied in a manner consistent
with such Regulations. In the event the Managers determine that it is prudent to
modify the manner in which the Capital Accounts, or any debits or credits
thereto, are computed in order to comply with such Treasury Regulations, the
Company may make such modification as deemed prudent by the Managers, provided
that it


                                       1.


<PAGE>   5
is not likely to have more than an insignificant effect on the total amounts
distributable to any Member pursuant to Article 7 and Article 9.

        "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, the provisions of succeeding law, and to the extent applicable, the
Treasury Regulations.

        "COMPANY" means W.R. Hambrecht/INLQ Guarantors, LLC.

        "ECONOMIC INTEREST" means the interest held by a Transferee of a Member
or Economic Interest Holder who has not been admitted as a Member.

        "ECONOMIC INTEREST HOLDER" means any Person owning an Economic Interest.

        "INITIAL MEMBER" shall mean the Members originally listed on Exhibit A
hereto prior to any amendment thereto and prior to a transfer of any interest
herein from an original Member to any other Person.

        "INTERLINQ" shall mean Interlinq Software Corporation, a Washington
corporation.

        "MAJORITY IN INTEREST OF THE MEMBERS" means the vote of those Members
holding a majority of then outstanding Units.

        "MANAGER" means W.R. Hambrecht/INLQ Management, LLC or any successor
appointed pursuant to Section 4.1 hereof.

        "MEMBER MINIMUM GAIN" means "partner nonrecourse debt minimum gain"
determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations.

        "MINIMUM GAIN" has the meaning given to "partnership minimum gain" in
Section 1.704-2(d) of the Treasury Regulations.

        "NET PROFITS" and "NET LOSS" mean the income, gain, loss, deductions,
and credits of the Company in the aggregate or separately stated, as
appropriate, determined under the method of accounting employed by the Company.

        "OVERDISTRIBUTION" shall mean an amount of money equal to the excess, if
any, of (A) the amount of cash and the fair market value of other property
actually distributed to the Manager over (B) the amount of cash and fair market
value of other property which would have been distributed to the Manager but for
the portion of Section 6.1 hereof requiring the Tax Distribution.

        "PERSON" means an individual, general partnership, limited partnership,
limited liability company, corporation, trust, estate, real estate investment
trust association, or any other entity.

        "TRANSFER" and "TRANSFEREE" shall have the meanings set forth in Section
8.1 hereof.


                                       2.


<PAGE>   6
        "TREASURY REGULATIONS" means the regulations from time to time in force
as final or temporary that have been issued by the U.S. Department of Treasury
pursuant to its authority under the Code.

        "UNITS" means a Member's entire interest in the Company including the
Member's right to share in Net Profits and Net Loss and distributions of cash
and other assets of the Company. Each Member's number of Units shall initially
be as set forth on Exhibit A.

        "WARRANTS" mean those certain warrants to purchase common stock of
Interlinq initially issued to the guarantors of that certain guaranteed loan
made to Interlinq by Silicon Valley Bank and U.S. Bank in the amount of eight
million dollars ($8,000,000).

        "W.R. HAMBRECHT + CO." means W.R. Hambrecht + Co., LLC, a California
Limited Liability Company.

                                   ARTICLE II

                                  ORGANIZATION

        2.1 FORMATION; NAME. The Members have caused the Company to be formed as
a California limited liability company by filing the Articles in accordance with
the Act. The name of the Company is "W.R. Hambrecht/INLQ Guarantors, LLC." The
Company may operate its business under one or more assumed names.

        2.2 PURPOSE. The purpose of the Company is to acquire, by contribution
from the Members, one hundred percent (100%) of the Warrants, to own, hold for
investment and ultimately sell, transfer or exercise the Warrants and/or to sell
or transfer any shares of Interlinq acquired upon exercise of the Warrants and
to engage in any other activities necessary or appropriate thereto.

        2.3 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Company is San Francisco, California, or such other place as the Manager may
designate from time to time. The Company may have such other offices as the
Manager may designate from time to time.

        2.4 REGISTERED AGENT. The name and address of the Company's registered
agent for service of process in the State of California is as set forth in the
Articles. The Manager may from time to time change the registered agent or its
address through appropriate filings with the California Secretary of State.

        2.5 TERM. The Company shall continue in existence until December 31,
2048, unless the Company is dissolved sooner and its affairs wound up in
accordance with this Agreement and the Act.

        2.6 MEMBERS. The name, present mailing address and taxpayer
identification number of each Member are set forth in Exhibit A.


                                       3.


<PAGE>   7
                                   ARTICLE III

               CAPITAL INTERESTS AND CONTRIBUTIONS OF THE MEMBERS

        3.1 CAPITAL ACCOUNTS. The Company shall maintain Capital Accounts in
accordance with the requirements of the Treasury Regulations.

        3.2 CAPITAL CONTRIBUTIONS AND ISSUANCE OF UNITS. Upon the signing of
this Agreement, each Member shall contribute the amount of money or number of
Warrants set forth on Exhibit A to the Company's capital. Each Unit shall
represent a capital contribution of One Dollar ($1.00) and the Warrant
contributions shall be valued at the amount of taxable income recognized by the
contributing Members upon receipt of such Warrants. No further capital
contributions shall be required of the Members, provided, however, that (i) in
the event that the Manager determines that the Warrants should be exercised in a
manner that requires the payment of a cash exercise price, each Member that
contributed Warrants shall contribute, upon ten (10) days' advance written
notice, cash to the Company in an amount necessary to fund the exercise price of
the Warrants contributed by that Member and (ii) at the final liquidation and
winding up of the Company, the Manager shall contribute to the Company's capital
the amount, if any, of the Overdistribution.

        3.3 NO INTEREST ON CAPITAL CONTRIBUTIONS. No interest shall be paid by
the Company to any Member on any capital contribution.

        3.4 RETURN OF CAPITAL TO MEMBERS. Except as may be specifically provided
in this Agreement, no Member shall have the right to withdraw from the Company
all or any part of its capital contribution. Except as provided in this
Agreement, no Member shall be entitled to a return of any cash or property
contributed to the Company until the full and complete winding-up and
liquidation of the business and affairs of the Company.

        3.5 LOANS. No Member shall be obligated to lend money to the Company. A
Member may make a loan to the Company if the terms of such loan are agreed to by
the Manager.

                                   ARTICLE IV

                                   MANAGEMENT

        4.1 MANAGEMENT. The Company shall be managed by the Manager, as
hereinafter provided. The Manager shall serve until it resigns, dies or is
terminated. The Manager may be terminated upon Reasonable Cause by a vote of a
Majority in Interest of the Members. "Reasonable Cause" shall mean grossly
negligent or reckless or intentionally wrongful conduct in the conduct of the
Company's business. No other Person shall become a Manager unless such Person is
explicitly named as such in a duly approved amendment to this Agreement. The
Manager shall have full power and authority to manage the Company's business,
and the other Members shall have no right or power to vote on or otherwise
control any aspect of the Company's business including but not limited to the
sale or encumbrance of any or all of the Company's assets. Except to the extent
specifically provided herein, the Manager shall receive


                                       4.


<PAGE>   8
no compensation for its services to the Company, but it shall entitled to
reimbursement of actual out of pocket expenses incurred in the course of the
Company's business. The Manager shall devote such time and attention to the
Company's business as is reasonably necessary.

        4.2 RESTRICTIONS ON OTHER ACTIVITIES OR INVESTMENTS. The Manager or any
Member may engage or invest in, independently or with others, any business
activity of any type or description, including those that might be the same as
or similar to the Company's business and that might be in direct or indirect
competition with the Company. Except as specifically set forth herein, the
Members shall not be obligated to present any investment opportunity or
prospective economic advantage to the Company, even if the opportunity is of the
character that, if presented to the Company, could be taken by the Company. The
Members shall have the right to hold any such investment opportunity or
prospective economic advantage for its own account or to recommend such
opportunity to Persons other than the Company.

        4.3 INDEMNIFICATION.

               (a) No Member or Manager, or any officer, director, employee,
partner, member, manager or Affiliate of either (each, an "Indemnified Person")
shall be liable, responsible, or accountable, in damages or otherwise, to any
Member or to the Company for any loss, cost, claim, expense, or liability
attributable to any act or omission by the Indemnified Person with respect to
Company matters, unless such act or omission constitutes grossly negligent or
reckless conduct, intentional misconduct, or a knowing violation of law.

               (b) The Company shall indemnify each Indemnified Person for any
loss, cost, claim, expense, or liability attributable to any act or omission by
the Indemnified Person with respect to Company matters, unless such act or
omission constitutes grossly negligent or reckless conduct, intentional
misconduct, or a knowing violation of law. Expenses incurred by any Indemnified
Person in defending a claim or proceeding covered by this paragraph may be paid
by the Company in advance of the final disposition of such claim or proceeding,
provided the Indemnified Person undertakes to repay such amount if it is
ultimately determined that such person was not entitled to be indemnified.

        4.4 TAX MATTERS PARTNER. The Manager is hereby designated as the "tax
matters partner" of the Company for purposes of Section 6231(a)(7)(A) of the
Code.

                                    ARTICLE V

                               PROFITS AND LOSSES

        5.1 GENERAL ALLOCATIONS. Except as otherwise provided in this Agreement
or required by the Treasury Regulations:

               (a) NET LOSSES.

                      (i) Net Losses shall be allocated among the Members in
accordance with the relative Capital Account balances of each;


                                       5.


<PAGE>   9
                      (ii) provided, however, that any Net Losses recognized
prior to the date on which Members have received aggregate distributions equal
to their capital contributions shall first be allocated to the Manager until it
has received allocation of Net Losses pursuant to this clause equal to any prior
allocations of Net Profit in excess of those made on account of its Units, but
on no account shall the Manager be allocated any Net Losses on account of this
paragraph (ii) which would cause its Capital Account balance to become negative
(or increase such a negative Capital Account balance).

               (b) NET PROFITS. Allocations of Net Profits shall first be made
to reverse all prior allocations of Net Losses made pursuant to paragraph (a)(i)
above. allocations of Net Profits shall thereafter be made (i) one hundred
percent (100%) to the Manager until such time as the Manager has been allocated
aggregate Net Profits, as reduced by any allocation of Net Losses pursuant to
paragraph (a)(ii) above, equal to twenty-five percent (25%) of the value of the
Warrants at the time the Warrants were contributed to the Company, and (ii)
thereafter, eighty percent (80%) to the Members in accordance with their
respective number of Units and twenty percent (20%) to the Manager. To the
extent the Manager re-allocates any amount pursuant to Section 6.1, an
appropriate amount of Net Profit shall be allocated to the Member(s) receiving
such re-allocation.

        5.2 OVERRIDING ALLOCATIONS. The following provisions shall supersede the
general allocation of Net Profits and Net Loss set forth in Section 5.1:

               (a) The Manager shall cause the Company to adopt one of the three
alternative methods set forth in Section 1.704-3 of the Treasury Regulations
with respect to property whose book value (net of liabilities) differs from its
tax basis.

               (b) The Company shall comply with the minimum gain chargeback
requirement of Section 1.704-2(f) of the Treasury Regulations.

               (c) The Company shall comply with the member minimum gain
chargeback requirement of Section 1.704-2(i)(4) of the Treasury Regulations.

               (d) This Agreement hereby incorporates a qualified income offset
provision, as described in Section 1.704-1(b)(2)(ii)(d)(3) of the Treasury
Regulations.

               (e) All Net Loss and all Company deductions attributable to
Company indebtedness as to which one or more Members bears an economic risk of
loss shall be allocated to such Members, and shall be apportioned among them in
accordance with the amount of loss to be borne by each.

        5.3 INTENTION REGARDING ALLOCATIONS. It is the intention of the Members
that the allocation provisions of this Agreement facilitate the economic
agreements of the parties hereof as set forth in Article VI hereof, and such
allocation provisions shall be interpreted so as to be construed with such
intention.

                                   ARTICLE VI

                                  DISTRIBUTIONS


                                       6.


<PAGE>   10
        6.1 DISTRIBUTIONS. Except as otherwise provided in Section 9.2(a),
distributions of cash or Company assets shall be made at the time determined by
the Manager, and shall be allocated between the Members in accordance with their
respective number of Units until all Members have received cumulative
distributions of cash or assets equal to their capital contributions, valuing
any assets distributed as of the date of their distribution by the Company.
After the Members have received aggregate distributions equal to their capital
contributions, (i) one hundred percent (100%) of subsequent distributions shall
be made to the Manager until the Manager has received aggregate distributions
pursuant to this clause (i) equal to twenty-five percent (25%) of the value of
the Warrants at the time the Warrants were contributed to the Company, and (ii)
thereafter, eighty percent (80%) of subsequent distributions shall be made to
Members in proportion to their respective number of Units and the remaining
twenty percent (20%) of such distributions shall be made to the Manager. The
Manager shall be entitled to re-allocate all or any portion of such distribution
as between the Manger and one or more other Members, as agreed to by such
Members. Notwithstanding the prior portion of this Section 6.1, the Company
shall distribute cash (the "Tax Distribution") equal to at least thirty percent
(30%) of the Net Profit to each Member for each year allocated to such Member,
no later than one hundred twenty (120) days after the end of the corresponding
fiscal year, unless the Manager and a Majority in Interest of the Members agree
in writing to a lower percentage for a given fiscal year. Such Tax Distribution
shall be adjusted in good faith by the Manager in the event of an increase in
any applicable federal long-term tax rates. The Manager shall have the right,
but not the obligation, to distribute any assets of the Company in kind. No
Member shall have the right to demand a distribution of assets in kind. The
Manager shall determine the value of any assets distributed in kind in its sole
discretion.

                                   ARTICLE VII

                          BOOKS, RECORDS AND ACCOUNTING

        7.1 BOOKS AND RECORDS. The Company shall maintain complete and accurate
books and records of the Company's business including, but not limited to, the
following:

               (a) A current list of the full name and last known business or
residence address of each Member, together with the capital contribution and
number of Units of each Member.

               (b) A copy of the Articles and any and all amendments thereto.

               (c) Copies of the Company's federal, state and local income tax
or information returns and reports, if any, for the six (6) most recent taxable
years.

               (d) A copy of this Agreement and any and all amendments hereto.

               (e) Copies of the financial statements of the Company, if any,
for the six (6) most recent fiscal years, which need not be audited.

        7.2 LOCATION OF BOOKS AND RECORDS. The Company's books of account and
other records shall be maintained at the Company's principal place of business
or another place designated by the Manager.


                                       7.


<PAGE>   11
        7.3 ACCOUNTING METHODS. For book and tax purposes, the Company shall
adopt such method of accounting that is permissible under the Code as the
Manager selects.

        7.4 FISCAL YEAR. The annual accounting period of the Company shall be
the calendar year.

        7.5 FINANCIAL STATEMENTS; TAX RETURN INFORMATION. As soon as practicable
and, in any event within one hundred twenty (120) days after the end of each
fiscal year, the Company's unaudited financial statements for such fiscal year
and any information from the Company necessary for the preparation of the
Members' tax returns shall be made available to each Member at the Company's
principal office. Appropriate Schedule K-1 documents shall be sent to the
Members as required by law.

                                  ARTICLE VIII

             RESTRICTIONS ON TRANSFER OF UNITS OR ECONOMIC INTEREST

        8.1 PROHIBITION ON TRANSFERS. Except as otherwise specifically provided
herein, no Member or Economic Interest Holder may sell, assign, transfer,
pledge, encumber or otherwise dispose of (any of which is a "Transfer") his or
her Units or Economic Interest, in whole or in part, or enter into any agreement
or grant any options or rights with respect thereto, whether by action of such
Member (or Economic Interest Holder) or by operation of law or otherwise,
without the prior consent of the Manager. The Manager may withhold its consent
to such a Transfer in its sole and absolute discretion.

        The Manager may consent to a Transfer without consenting to the
admission of the transferee under such approved Transfer (a "Transferee") as a
Member of the Company. A Transferee may only be admitted as a Member of the
Company if and when (i) the Transferee becomes a party to this Agreement by
agreeing in writing to be bound by the terms and provisions hereof and (ii) the
Manager consents to such admission, which consent may be withheld in his sole
and absolute discretion. Any Transferee shall execute and acknowledge such other
instruments as the Manager may deem necessary or desirable to effectuate the
admission of the Transferee as a Member of the Company. Any Transferee not
admitted as a Member of the Company shall be an Economic Interest Holder only,
entitled to the Net Profits, Net Loss, and distributions of cash and other
assets allocable to the assigned Units, but not entitled to vote on Company
matters or to exercise or enjoy any of the other rights of a Member of the
Company, unless and until such Transferee is admitted as a Member of the
Company. Each Transferee or any subsequent Transferee of Units or Economic
Interests, or any partial interests thereof, shall hold such Units or Economic
Interests subject to all the provisions hereof and shall make no transfers
except as permitted hereby. Any purported transfer in violation of any provision
hereof shall be void ab initio and shall not operate to transfer any right,
title or interest to the purported transferee.

        8.2 PERMITTED TRANSFERS. Notwithstanding Section 8.1, a Member or
Economic Interest Holder shall be entitled to Transfer his Units or his Economic
Interest, as the case may be, to any Permitted Transferee. "Permitted
Transferee" shall mean (i) any Initial Member, (ii) any trust, established by an
Initial Member (A) following the death of an Initial Member who


                                       8.


<PAGE>   12
is a natural person or (B) for the exclusive benefit of an Initial Member, his
or her spouse and/or the descendants of either of them.

        8.3 PLEDGE. A Member or Economic Interest Holder may pledge his or her
Units or Economic Interest as collateral security to one or more financial
institutions or nonoperating companies, but only if the secured party has agreed
in writing that, prior to selling any or all of such collateral in satisfaction
of the Member's Economic Interest Holder's obligations, such collateral shall
first be offered for sale to Members.

        8.4 VOID TRANSFERS. Any attempted Transfer of any Units or an Economic
Interest other than in compliance with this Article VIII is void and
ineffective.

        8.5 LEGEND ON SHARES. Each Member shall have placed on certificates, if
any, representing its Units in the Company the following words:

        SALE, TRANSFER, HYPOTHECATION, ENCUMBRANCE, OR DISPOSITION OF THE UNITS
        REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF THE
        OPERATING AGREEMENT OF W.R. HAMBRECHT/INLQ GUARANTORS, LLC. ALL
        RESTRICTIONS CONTAINED IN SUCH AGREEMENT ARE INCORPORATED BY REFERENCE
        IN THIS CERTIFICATE. A COPY OF THE AGREEMENT MAY BE INSPECTED AT THE
        PRINCIPAL OFFICE OF W.R. HAMBRECT/INLQ, LLC. AT 550 FIFTEENTH STREET,
        SAN FRANCISCO, CALIFORNIA, 94103.

        8.6 WITHDRAWAL PROHIBITED. Except as otherwise specifically provided
herein, no Member may withdraw or resign from the Company until there has been a
dissolution and a full and complete winding up of the Company in accordance with
this Agreement and the Act.

                                   ARTICLE IX

                           DISSOLUTION AND WINDING-UP

        9.1 EVENTS CAUSING DISSOLUTION. The Company shall be dissolved and its
affairs wound up in accordance with the Act and this Agreement upon occurrence
of any of the following (each an "Event of Dissolution"):

               (a) the sale of all or substantially all of the assets of the
Company.

               (b) the vote to dissolve of the Manager and a Majority in
Interest of the Members.

        9.2 WINDING UP OF THE COMPANY.

               (a) Upon the dissolution of the Company, the Manager shall
proceed with the winding up of the affairs of the Company. The assets shall be
liquidated as promptly as is consistent with obtaining a fair market value
therefor, and the proceeds therefrom, to the extent available, shall be applied
and distributed by the Manager to the Members in accordance with the Members'
closing Capital Account balances.


                                       9.


<PAGE>   13
               (b) Upon the completion of the winding up and liquidation of the
Company, a final statement with respect thereto shall be prepared by the Manager
or its designee and submitted to each Member. Upon completion of the
liquidation, the Company shall be deemed completely dissolved and terminated and
Articles of Dissolution of the Company shall be filed with the California
Secretary of State in accordance with the Act.

                                    ARTICLE X

                                  MISCELLANEOUS

        10.1 AMENDMENT; ENTIRE AGREEMENT. This Agreement may be amended or
modified from time to time only by a written instrument signed by the Manager
and a Majority in Interest of the Members. This Agreement represents the sole
and entire agreement among the Members relative to the Company and supersedes
all prior agreements and understandings with respect to the subject matter
hereof, provided that to the extent any provision hereof is ineffective or
prohibited under the Act, this Agreement shall be deemed amended only to the
degree necessary to make such provision effective or to eliminate the
prohibition under the Act.

        10.2 NOTICES. All notices, consents, demands and other communications
provided for herein (any of which is a "Notice") shall be in writing and shall
be sent by United States mail, first class postage prepaid, facsimile
transmission or recognized courier service directed to a Member at the address
or facsimile number as set forth in the Company's records. Any such Notice shall
be deemed given, in the case of delivery by United States mail, first class
postage prepaid, on the third business day after the day mailed; in the case of
courier service, on the business day received; and in the case of facsimile
transmission, upon confirmation of receipt. Another address may be designated by
a Member from time to time by Notice given in accordance with the provisions of
this Section 10.2.

        10.3 BINDING EFFECT; SUCCESSORS AND ASSIGNS. Except as otherwise herein
provided, this Agreement shall be binding upon, and inure to the benefit of the
Members and their successors. Nothing in this Agreement is intended to confer
upon any party, other than the Members and their respective successors, any
rights remedies, obligations or liabilities under or by reason of this
Agreement.

        10.4 SPECIFIC ENFORCEMENT. This Agreement, and each of the provisions
hereof, shall be specifically enforceable. Appropriate injunctive relief may be
applied for and granted in conjunction therewith. Any remedy provided for in
this Agreement shall be cumulative and not exclusive and shall be available in
addition to any other remedies which any party may have under this Agreement or
otherwise.

        10.5 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and performed entirely within the
state of California.

        10.6 SECTION HEADINGS. The Article and Section headings used in this
Agreement are for reference purposes only, and should not be used in construing
this Agreement.


                                      10.


<PAGE>   14
        10.7 MISCELLANEOUS TERMS AND USAGE. The term "shall" is mandatory; the
term "may" is permissive. The term "including" is by way of example and not
limitation. All pronouns used herein shall be deemed to refer to the masculine,
feminine or neuter gender or singular or plural, as the context requires. All
terms defined herein shall be equally applicable to both the singular and plural
forms. Any agreement referred to herein (including this Agreement) shall mean
such agreement as amended, supplemented and modified from time to time to the
extent permitted by the applicable provisions thereof and by this Agreement. The
term "herein" means this Agreement, including the Exhibits hereto. The term
"business day" means any day, other than Saturday, Sunday or a federal legal
holiday.

        10.8 JURISDICTION AND VENUE. Any suit involving any dispute or matter
arising under this Agreement may only be brought in the appropriate United
States District Court in California or any California State Court having
jurisdiction over the subject matter of the dispute or matter. The Members
hereby consent to the exercise of personal jurisdiction by any such court with
respect to any such proceeding.

        10.9 ARBITRATION. Any dispute, claim or controversy of whatever nature
arising out of or relating to this Agreement, including, without limitation, any
action or claim based on tort, contract, or statute, or concerning the
interpretation, effect, termination, validity, performance and/or breach of this
Agreement, shall be resolved by final and binding arbitration (except to the
extent that final and binding arbitration of disputes involving the payment of
fees is prohibited by California law) before a single arbitrator selected from
and administered by the San Francisco office of JAMS/Endispute ("JAMS"), in
accordance with JAMS's then existing Rules of Practice and Procedure. The
arbitration hearing shall be held in San Francisco, California, and shall
commence no later than 9 months following the service of a Demand For
Arbitration. The provisions of California Code of Civil Procedure section
1283.05 or its successor section(s) are incorporated in and made a part of this
agreement to arbitrate. Depositions may be taken and full discovery may be
obtained in any arbitration commenced under this provision.

The Arbitrator shall, within fifteen (15) calendar days after the conclusion of
the Arbitration hearing, issue a written award and a written statement of
decision describing the reasons for the award, including the calculation of any
damages awarded. The Arbitrator shall be empowered to award compensatory or
actual damages in the amount established by the preponderance of the evidence,
but shall NOT have the authority (i) to award non-economic damages, such as for
emotional distress, pain and suffering or loss of consortium, (ii) to award
punitive damages, or (iii) to reform, modify or materially change this Agreement
or other agreements entered into between the parties. The parties shall bear
equally the costs and fees of JAMS and the arbitrator; however, the arbitrator,
in his or her sole discretion, shall be authorized to determine whether a party
is the prevailing party and, if so, to award to that prevailing party
reimbursement for its reasonable attorneys' fees, disbursements (including, for
example, expert witness fees and expenses, photocopy charges, travel expenses,
etc.), and costs arising from the arbitration. The Arbitrator, and not a court,
shall also be authorized to determine whether the provisions of this section
apply to a dispute, controversy or claim sought to be resolved in accordance
with these arbitration procedures.

        Absent the filing of an application to correct or vacate the arbitration
award under California Code of Civil Procedure section 1285 et seq., each party
shall fully perform and


                                      11.


<PAGE>   15
satisfy the terms of the arbitration award within 15 days of the service of the
award. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, THE PARTIES UNDERSTAND
THAT THEY ARE WAIVING CERTAIN SUBSTANTIAL RIGHTS AND PROTECTIONS WHICH MAY
OTHERWISE BE AVAILABLE IF A DISPUTE BETWEEN THE PARTIES WERE DETERMINED BY
LITIGATION IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK OR OBTAIN
ITEMS REFERENCED IN CLAUSES (I) THROUGH (III) ABOVE, THE RIGHT TO A JURY TRIAL
AND CERTAIN RIGHTS OF APPEAL.

        10.10 ATTORNEY FEES. In any litigation, arbitration, or other proceeding
by which a Member either seeks to enforce its rights under this Agreement
(whether in contract, tort, or both) or seeks a declaration of any rights or
obligations under this Agreement against any other Member, the prevailing party,
unless specifically provided otherwise herein, shall be awarded reasonable
attorney fees, together with any costs and expenses, incurred to resolve the
dispute and to enforce the final judgment. The prevailing party shall be
determined based upon an assessment of which party's major arguments made or
positions taken in the proceedings fairly could be said to have prevailed over
the other party's major arguments or positions (with reference to the amounts of
damages awarded, if any) on the major disputed issues in the decision.

        10.11 FURTHER ASSURANCES. The Members shall execute and deliver such
further documents and instruments and shall take such other actions as may be
reasonably required or appropriate to evidence or carry out the intent and
purposes of this Agreement.

        10.12 COUNTERPARTS AND EXECUTION. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original Agreement, and
all of which taken together shall constitute one Agreement. Delivery of an
executed counterpart of a signature page to this Agreement by facsimile shall be
effective as hand delivery of a manually executed counterpart of this Agreement.

        10.13 CONFIDENTIALITY. No Member shall divulge the terms, conditions,
underlying business objectives of the Company, or the any identifying
information concerning any of the other Members to any third party without the
express written consent of the Manager or without being compelled by law. This
provision shall survive for three (3) years after the termination of this
Agreement. The non-disclosure provisions hereof shall not prohibit disclosure to
a Member's attorneys, accountants, or other professional advisors when those
advisors are themselves bound not to disclose the secrets of their clients.


                                      12.


<PAGE>   16
        INTENDING TO BE LEGALLY BOUND, the parties hereto have executed and
delivered this document as of the date first above written.

                                     MEMBERS

                                     W.R. HAMBRECHT/INLQ MANAGEMENT, LLC


                                     By:
                                        -------------------------------
                                        J.D. Delafield, Manager


                      [ATTACH COUNTERPART SIGNATURE PAGES]


                                      13.