LIMITED LIABILITY COMPANY AGREEMENT
                                       of
                               HEARTMASTERS, LLC,
                      A Delaware Limited Liability Company

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THE SECURITIES  REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 NOR REGISTERED NOR QUALIFIED  UNDER ANY STATE  SECURITIES
LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE,  SOLD,  DELIVERED AFTER SALE,
TRANSFERRED,  PLEDGED,  OR HYPOTHECATED  UNLESS  QUALIFIED AND REGISTERED  UNDER
APPLICABLE  STATE AND  FEDERAL  SECURITIES  LAWS OR  UNLESS,  IN THE  OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY,  SUCH QUALIFICATION AND REGISTRATION IS NOT
REQUIRED.  ANY  TRANSFER OF THE  SECURITIES  REPRESENTED  BY THIS  AGREEMENT  IS
FURTHER SUBJECT TO OTHER RESTRICTIONS,  TERMS AND CONDITIONS WHICH ARE SET FORTH
HEREIN.
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                                TABLE OF CONTENTS

                                                                          Page
ARTICLE 1   ORGANIZATIONAL MATTERS..........................................1

            1.1      Formation..............................................1
            1.2      Name...................................................1
            1.3      Term...................................................2
            1.4      Registered Office and Agent............................2
            1.5      Principal Place of Business............................2
            1.6      Addresses of the Members...............................2
            1.7      Purpose and Business of Company........................2
            1.8      Title to Company Property..............................2
            1.9      Definitions............................................2
            1.10     Filing of Other Certificates...........................2
            1.11     Qualification in Other Jurisdictions...................3
            1.12     Tax Treatment..........................................3

ARTICLE 2   CAPITAL CONTRIBUTIONS...........................................3

            2.1      Initial Capital Contributions..........................3
            2.2      Additional Capital Contributions.......................3
            2.3      Capital Accounts.......................................3
            2.4      Return of Capital Contributions; Interest..............3
            2.5      Contribution of Mark...................................3

ARTICLE 3   MEMBERS.........................................................4

            3.1      Limited Liability......................................4
            3.2      Admission of Additional Members........................4
            3.3      Vote or Written Consent of the Members.................5
            3.4      Withdrawals or Resignation.............................5
            3.5      Transactions between the Company and a Member..........5
            3.6      Competing Activities...................................5
            3.7      License Agreements.....................................6
            3.8      Client Contracts and Pricing...........................6
            3.9      Termination of Membership Interest.....................6
            3.10     Termination of Membership Insurance....................7

ARTICLE 4   MANAGEMENT AND CONTROL OF THE COMPANY...........................7

            4.1      Management and Powers..................................7
            4.2      Limitation on Power of Members.........................7
            4.3      Member Approval........................................7
            4.4      Devotion of Time.......................................8
            4.5      Payments to Members....................................8
            4.6      Payments to Members....................................9
            4.7      Company Insurance......................................9

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                                TABLE OF CONTENTS
                                  (continued)

                                                                          Page

ARTICLE 5   ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS.....9

            5.1      Allocations of Net Profit and Net Loss.................9
            5.2      Distributions of Cash.................................12
            5.3      Distributions in Kind.................................12
            5.4      Return of Distributions...............................12

ARTICLE 6   TRANSFER AND ASSIGNMENT OF INTERESTS...........................12

            6.1      Restrictions on Transfer and Assignment
                      of Interests.........................................12
            6.2      Substitution of Members...............................13
            6.3      Bankruptcy or Dissolution of a Member.................14
            6.4      Option to Purchase Membership Rights..................14

ARTICLE 7   CONSEQUENCES OF A DISSOCIATION EVENT...........................14


ARTICLE 8   ACCOUNTING, RECORDS, REPORTING BY MEMBERS......................14

            8.1      Books and Records.....................................14
            8.2      Reports...............................................15
            8.3      Annual Audit..........................................16
            8.4      Appointment of Accountant.............................16
            8.5      Bank Accounts.........................................16
            8.6      Accounting Decisions and Reliance on Others...........17
            8.7      Operating Plan........................................17
            8.8      Annual Budget.........................................17
            8.9      Tax Matters for the Company Handled by Members and
                      Tax Matters Partner..................................17
            8.10     Inspection and Delivery of Records....................17

ARTICLE 9   DISSOLUTION AND WINDING UP.....................................18

            9.1      Dissolution...........................................18
            9.2      Winding Up............................................18
            9.3      Post Dissolution/Default Completion of Client
                      Contracts...........................19
            9.4      Distributions in Kind.................................19
            9.5      Order of Payment of Liabilities Upon Dissolution......20
            9.6      Limitations on Payments Made in Dissolution...........20
            9.7      Termination of the Company............................20
            9.8      Termination of the Company............................20

ARTICLE 10  INDEMNIFICATION AND INSURANCE..................................21

            10.1     Indemnification of Agents.............................21
            10.2     Insurance.............................................22
            10.3     Limit on Liability of Members.........................22

ARTICLE 11  INVESTMENT REPRESENTATIONS.....................................22

            11.1     Preexisting Experience................................22
            11.2     No Advertising........................................22

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                                TABLE OF CONTENTS
                                  (continued)

                                                                          Page
            11.3     Investment Intent.....................................23
            11.4     No Liquidity..........................................23
            11.5     All Information.......................................23
            11.6     Restriction on Alienation.............................23
            11.7     No Registration.......................................23

ARTICLE 12  MISCELLANEOUS..................................................23

            12.2     Complete Agreement....................................24
            12.3     Binding Effect........................................24
            12.4     Parties in Interest...................................24
            12.5     Pronouns; Statutory References........................25
            12.6     Interpretation........................................25
            12.7     Jurisdiction..........................................25
            12.8     Exhibits..............................................25
            12.9     Severability..........................................25
            12.10    Additional Documents and Acts.........................25
            12.11    Notices...............................................25
            12.12    Amendments............................................25
            12.13    Multiple Counterparts.................................26
            12.14    Expenses..............................................26
            12.15    Attorney Fees.........................................26
            12.16    Counsel to the Company................................26
            12.17    Remedies Cumulative...................................27
            12.18    Confidentiality.......................................27
            12.19    Publicity.............................................27

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                                TABLE OF CONTENTS
                                  (continued)

                                                                          Page
Exhibits

EXHIBIT A         -        Member Information
EXHIBIT B         -        Definitions
EXHIBIT C         -        Assignment of Trademark
EXHIBIT D         -        LifeMasters  Trademark  and Data License and Services
                           Agreement
EXHIBIT E         -        IHMC   Trademark   and  Data   License  and  Services
                           Agreement
EXHIBIT F         -        Amendment to Articles of Organization


Schedules

Schedule 4.5               Approved Expenses List


Other Documents

Section 3.6(b)             Prospective Client List

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                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                               HEARTMASTERS, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

         This Limited Liability  Company Agreement of HeartMasters,  LLC is made
and entered  into as of the 14th day of April 2000,  by and between  LifeMasters
Supported  SelfCare,   Inc.,  a  California   corporation   ("LifeMasters")  and
Interactive   Heart   Management   Corp.,   a  Delaware   corporation   ("IHMC")
(collectively referred to as the "Members" and individually as "Member").

                                    RECITALS

         A. The Members have caused to be filed a Certificate of Formation for
HeartMasters, LLC (the "Company") with the Delaware Secretary of State, on
December 6, 1999.

         B. The Members desire to adopt and approve this Agreement for the
Company under the Delaware Limited Liability Company Act (the "Act").

         C. Prior to the adoption and approval of this Agreement, the Members
acknowledge and agree that the only business conducted by the Members on behalf
of the Company has been consistent with the purpose of the Company and the terms
of this Agreement.

         NOW,  THEREFORE,  in consideration of their mutual promises,  covenants
and agreements, the Members hereby promise, covenant and agree as follows:

                                   AGREEMENT
                                    ARTICLE 1
                             ORGANIZATIONAL MATTERS

         1.1 Formation.  Pursuant to the Act, the Members have formed a Delaware
limited  liability company under the laws of the State of Delaware by the filing
of a  Certificate  of  Formation  with the  Secretary  of State of Delaware  and
entering  into this  Agreement.  The  Members  have  caused  the  Company  to be
registered with the California Secretary of State as a foreign limited liability
company as of December 7, 1999. The rights and  liabilities of the Members shall
be  determined  pursuant to the Act and this  Agreement.  To the extent that the
rights or  obligations of any Member are different by reason of any provision of
this  Agreement  than  they  would be in the  absence  of such  provision,  this
Agreement shall, to the extent permitted by the Act, control.

         1.2 Name.  The name of the Company shall be  "HeartMasters,  LLC".  The
business  of the Company may be  conducted  under that name or, upon  compliance
with  applicable  laws,  any other name that the  Members  deem  appropriate  or
advisable.  The Members shall file any fictitious name  certificates and similar
filings,  and any amendments thereto,  that the Members consider  appropriate or
advisable.

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         1.3  Term.  The  term of the  Company  shall  commence  on the date the
Certificate  of  Formation  was filed with the  Delaware  Secretary of State and
shall  continue  until  dissolved  upon the  occurrence of an event set forth in
Section 9.1 or 9.2.

         1.4  Registered  Office  and  Agent.  The  Company  shall  continuously
maintain a  registered  office and agent in the State of Delaware as required by
the Act.  The  Company's  registered  office in the State of  Delaware  shall be
located at The Corporation Trust Center, 1209 Orange Street, Wilmington Delaware
19801, until changed by designation of the Members. The initial registered agent
for service of process for the Company shall be as stated on the  Certificate of
Formation or as otherwise  determined by the Members. The Members may change the
agent for service of process at any time.

         1.5 Principal Place of Business. The principal place of business of the
Company shall be at 100 Metro Park South,  Laurence Harbor, New Jersey 08878, or
such other location as the Members may determine.

         1.6 Addresses of the Members. The respective addresses of the Members
are set forth on Exhibit A.

         1.7 Purpose and Business of Company.  Without the unanimous  consent of
the  Members,  the  Company  shall not  engage in any  business  other  than the
following:  (i)  provision  of  physician-directed  chronic  disease  management
services for the disease states of CHF, diabetes,  chronic obstructive pulmonary
disease,  asthma and CAD (the "Services") to certain managed care  organizations
throughout  the United  States;  (ii)  management  and marketing of the Services
throughout the United States; (iii) the procurement,  negotiation, execution and
performance of contracts  with managed care  organizations  to provide  eligible
patients of the Clients with Services (each referred to as a "Client Contract");
and (iv) such other activities directly related to the foregoing business as may
be necessary or  advisable in the  reasonable  opinion of the Members to further
the  foregoing  business.  The  Company  may  pursue the  development  of future
products and services and to add other disease states and to provide  additional
services  and  products  for or on  behalf  of  the  chronic  condition  disease
management  services,  but no new services or products will be added without the
unanimous consent of the Members.

         1.8 Title to Company Property. Title to property acquired by or
contributed to the Company shall be placed in the name of the Company and shall
remain in the Company's name for as long as the Company owns the property.

         1.9  Definitions.  The  capitalized  terms used in this Agreement shall
have the  meanings  specified  on Exhibit B; or, if not defined on Exhibit B, as
such terms are defined elsewhere in this Agreement.

         1.10 Filing of Other  Certificates.  In addition to the  Certificate of
Formation,  the  Members  shall  execute,  file,  publish  and  record  all such
certificates,  notices,  statements and other instruments and amendments thereto
for the formation and  operation of a limited  liability  company as the Members
deem necessary.

                                      -2-
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         1.11 Qualification in Other Jurisdictions.  The Members shall cause the
Company to be qualified,  formed or registered under assumed or fictitious names
statutes or similar  laws in any  jurisdiction  in which the  Company  transacts
business  if such  qualification,  formation  or  registration  is  required  or
desirable.

         1.12 Tax Treatment. The Members agree that the Company shall be treated
as a  partnership  for federal  income tax purposes and no Member shall act in a
manner  that  would  cause  the  Company  to lose its  federal  partnership  tax
classification without the written consent of all of the Members.

                                    ARTICLE 2
                              CAPITAL CONTRIBUTIONS

         2.1 Initial Capital Contributions. Each of the Members shall contribute
or cause to be  contributed  to the Company,  as of the  Formation  Date, as its
"Initial  Capital  Contribution,"  such cash and/or  property as is set forth on
Exhibit A and shall have  Percentage  Interests  as set forth in such Exhibit A.
The Percentage  Interests shall not be adjusted without the unanimous consent of
the Members.

         2.2 Additional Capital  Contributions.  Except as set forth in Sections
2.1 and  4.5,  no  Member  shall be  required  to make  any  additional  Capital
Contributions.  Notwithstanding  the  foregoing,  if the Members  determine that
additional  funds  beyond the Initial  Capital  Contributions  are  necessary or
appropriate for the conduct of the Company's  business,  then all of the Members
must unanimously  determine in writing to participate in such additional Capital
Contributions on a pro rata basis in accordance with their Percentage Interests.
Except with the prior written consent of all non-contributing Members, no Member
shall be permitted or entitled to make any additional  Capital  Contributions to
the Company which would result in an adjustment  to the  Percentage  Interest of
the contributing Member.

         2.3 Capital Accounts. The Company shall maintain an individual Capital
Account for each Member.

         2.4 Return of Capital Contributions; Interest. No Member shall have any
right to withdraw or demand withdrawal of cash contributed to the capital of the
Company,  or to receive a  distribution  of cash or property  from the  Company,
except as expressly authorized by this Agreement. No Member shall be entitled to
receive any  interest  with  respect to the  Member's  contributions  to Company
capital.

         2.5  Contribution  of Mark.  The Company's  services  shall be marketed
under the name  "HeartMasters"  (the "Mark").  The Members acknowledge and agree
that  prior to  formation  of the  Company  the Mark was  owned by both  Members
equally  and that  LifeMasters  filed a trademark  application  on behalf of the
Company for the Mark.  LifeMasters and IHMC hereby assign all of their rights in
the  application  and Mark to the  Company.  Effective  upon  execution  of this
agreement, LifeMasters and IHMC shall each execute an assignment of trademark in
substantially the form of Exhibit C hereto, whereby each of LifeMasters and IHMC
transfers all of its right,  title and interest to the Mark to the Company.  All
reasonable  costs and expenses

                                      -3-
<PAGE>

incurred  by the Members in  connection  with the filing and  assignment  of the
trademark application for the Mark shall be borne by the Company and the Company
shall  reimburse the Members for such costs.  Upon the Company's  request and at
the Company's cost, the Members shall execute such additional documents and take
such  additional  actions  as  are  reasonably  necessary  to  transfer  all  of
LifeMasters'  and IHMC's  right,  title and  interest  in and to the Mark to the
Company,  including  filing of the assignment with the U.S. Patent and Trademark
Office.  The  Members may only use the Mark and the name  "HeartMasters"  or any
derivation thereof  (collectively,  the "HM Names") in their capacity as Members
of the Company and in connection and  consistent  with carrying out the purposes
of the Company. In the event of dissolution or other termination of the Company,
the  Members  may  jointly  cause the Company to sell the Mark and HM Names to a
third party or to either of the Members upon terms acceptable to all Members. In
the event that no Member or third party  desires to acquire the Mark or HM Names
or the  Members are unable to  mutually  agree upon the terms of such  transfer,
which consent may be withheld in each Member's  sole  discretion,  then upon the
dissolution or other  termination of the Company,  neither Member shall have any
further right to use the Mark or the HM Names.  Each Member, on behalf of itself
and its officers,  Affiliates  and agents hereby  covenants and agrees that upon
the dissolution or other termination of the Company, that it shall no longer use
the Mark or the HM Names (except if the Mark or HM Names are  transferred to the
Member as provided  above or if  transferred  to a third party as provided above
and such third party rightfully  licenses a Member to use the Mark or HM Names).
In the event of  dissolution  or bankruptcy of any Member or default by a Member
of a material term of this Agreement  which is not cured within ninety (90) days
of receipt of notice of such  default or an uncured  default by the Member under
the Member's License Agreement,  the Mark and the HM Names shall remain an asset
of the Company and the terminating or defaulting Member shall no longer have any
right to use the Mark or the HM Names and such terminating or defaulting  Member
covenants  that it shall not use the Mark or the HM Names.  The covenants of the
Members under this Section 2.5 shall survive the  termination of the Company and
this Agreement.

                                    ARTICLE 3
                                     MEMBERS

         3.1 Limited Liability.  Except as expressly set forth in this Agreement
or  required  by law,  no  Member  shall  be  personally  liable  for any  debt,
obligation,  or liability of the Company,  whether that  liability or obligation
arises in contract,  tort, or otherwise.  The debts, obligations and liabilities
of the Company, whether arising in contract, tort or otherwise,  shall be solely
the debts, obligations and liabilities of the Company.

         3.2  Admission of  Additional  Members.  No  additional  Members may be
admitted to the  Company  without the prior  unanimous  consent of the  Members.
Exhibit A shall be amended  upon the  admission of an  additional  Member to set
forth such Member's name, capital  contribution and Percentage Interest and such
other information as the Members reasonably deem necessary.  Notwithstanding the
foregoing, Substitute Members may only be admitted in accordance with Article 6.

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<PAGE>

         3.3 Vote or Written Consent of the Members.  Each matter  requiring the
vote or written  consent of the Members  shall be  authorized or approved by the
vote or written consent of all Members (unless a lesser percentage is explicitly
required in this Agreement to approve or disapprove such matter).

         3.4  Withdrawals  or  Resignation.  No Member may  withdraw,  retire or
resign from the Company.

         3.5 Transactions between the Company and a Member. The Members may, and
may cause their  Affiliates to, engage in any  transaction  (including,  without
limitation,  the purchase,  sale,  lease,  or exchange of any  property,  or the
lending of funds, or the rendering of any service,  or the  establishment of any
salary, other compensation,  or other terms of employment) with the Company only
if such transaction is approved in writing by all of the Members.

         3.6      Competing Activities.

                  (a) Permitted Activities. The Members and their Affiliates may
engage in, invest in, and/or join with other Persons,  partners,  or entities to
engage or invest in any business  activity,  including without  limitation those
that are or might be the same as or similar to the Company's business(es) or the
other Member's or its Affiliates'  business(es),  and/or that might compete with
the Company or with the other Member or its Affiliates,  except that, during the
term of this Agreement, the Members shall not directly or indirectly contact for
the purpose of soliciting  or solicit the business of an existing  Client of the
Company  or any  Prospective  Client  for any  purpose  other than on behalf the
Company or contact for the purpose of inducing any  termination or breach of any
contractual  relationship with the Company,  any individual or entity that has a
contractual  relationship with the Company.  For purposes of the prior sentence,
"Prospective  Client"  shall  mean  any  client  identified  by the  Members  in
accordance  with  Section  3.6(b) as a potential  or  prospective  client  whose
business the Company is attempting or planning to attempt to obtain.

                  (b) Identification of Prospective Clients.  Within thirty (30)
days of the  execution of this  Agreement,  the Members  shall create a mutually
agreed upon written list of Prospective Clients (the "Client List"). The Members
shall agree upon a new Client List every 120 days  commencing  on the date which
the  Members  have agreed  upon the  initial  Client List  pursuant to the prior
sentence.  If the  Members are unable to agree on a mutually  acceptable  Client
List on or  prior  to 120 days  from  the  date of the  most  recently  mutually
accepted  Client List, then there shall be no Prospective  Clients  contained on
the Client List and the Members  shall be permitted  to contact any  Prospective
Clients on their own behalf. Additionally, a Prospective Client shall be removed
from the Client List and either Member shall be permitted to contact such former
Prospective  Client  on its  own  behalf  if any of the  following  shall  occur
(including  during any 120 period):  (i) the Company receives a formal rejection
of its response to a request for proposal  ("RFP")  from a  Prospective  Client;
(ii) the Company  receives a formal  rejection of proposal or a material portion
of a proposal from a Prospective  Client; or (iii) the Members mutually agree to
remove a  Prospective  Client from the Client List.  Upon the  termination  of a
Client Contract, either for breach or in the event that a Client Contract is not

                                      -5-
<PAGE>

extended  or  renewed,  then  immediately  after  such  termination  of a Client
Contract,  the Members shall be permitted to contact such former client on their
own behalf.

                  (c)   Acknowledgment  of  Competing   Activities.   Except  as
otherwise  specifically  stated to the contrary in this Section 3.6, each Member
acknowledges that the other Members and their Affiliates own and/or manage other
businesses,  including  businesses  that compete or may compete for the Members'
time.  Each Member for itself and on behalf of the Company hereby waives any and
all rights and claims which they may  otherwise  have against the other  Members
and  their  officers,  directors,  shareholders,  partners,  members,  managers,
agents,  employees,  and Affiliates with respect to any interest in, and income,
gains, profits, and distributions resulting from any of such activities.  Except
as  otherwise  specifically  stated to the  contrary in this  Section  3.6,  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 and
the  Members  shall  have  the  right  to hold  any  investment  opportunity  or
prospective  economic  advantage  for their own  account  or to  recommend  such
opportunity to Persons other than the Company.

         3.7 Trademark and Data License and Services  Agreements.  In accordance
with  Sections  3.5 and 4.2,  the  Members  hereby  authorize  and  approve  the
following  transactions  with the Members and hereby  acknowledge and agree that
each such  transaction on an overall basis is fair and reasonable to the Company
(collectively, the "License Agreements"):

                  (a) Trademark and Data License and Services  Agreement of even
date herewith between  LifeMasters and the Company in substantially  the form of
Exhibit D hereto (the "LifeMasters Agreement"); and

                  (b) Trademark and Data License and Services  Agreement between
IHMC and the  Company in  substantially  the form of Exhibit E hereto (the "IHMC
Agreement").

The Company may not modify,  reduce or  increase  the  services  provided by the
Company or change the terms of the  License  Agreements  without  the  unanimous
written approval of the Members.

         3.8 Client  Contracts  and Pricing.  The Members  will jointly  develop
program  pricing,  a  guaranteed  savings  model  and data  set for each  Client
Contract to deliver HeartMasters Services. Each Client Contract will have unique
pricing,  terms  and  guarantees.  The  unique  characteristics  of each  Client
Contract will be set forth as an addendum to the Client  Contract as unanimously
agreed by Members.

         3.9 Termination of Membership Interest. Upon (i) the transfer of all or
a portion of a Member's Membership  Interest in violation of this Agreement,  or
(ii) the occurrence of a Dissociation Event of a Member which does not result in
the admission of a Substitute Member pursuant to Section 6.3 as to such Member's
Membership Interest,  the Membership Interest of such Member may be purchased by
the Company or remaining  Members as provided  herein,  or, if not so purchased,
such  Membership  Interest shall become an Economic  Interest and the balance of
the  rights  associated  with  the  Membership   Interest   (including   without
limitation,  the

                                      -6-
<PAGE>

right of the Member to vote or  participate  in the  management of the business,
property and affairs of the Company) may be purchased by the Company pursuant to
Section 6.4.

         3.10  Insurance.   Each  Member  shall  maintain  policies  of  general
liability insurance to cover potential liability,  if any, in an amount not less
than $1,000,000 per occurrence and $2,000,000 in the annual  aggregate and shall
cause the Company to be named as an additional  insured  thereunder  and deliver
evidence  thereof to Company and the remaining Member promptly upon execution of
the Agreement.  Each Member shall maintain  policies of  professional  liability
insurance  to cover  potential  liability,  if any,  in an amount  not less than
$1,000,000 per occurrence and $3,000,000 in the annual aggregate and shall cause
the Company to be named as an additional insured thereunder and deliver evidence
thereof to Company and the  remaining  Member  promptly  upon  execution  of the
Agreement.  The Company  shall  purchase and  maintain a policy of  professional
liability to cover  potential  liability,  if any, in an amount of not less than
$1,000,000 per occurrence and $3,000,000 in the annual aggregate.

                                    ARTICLE 4
                      MANAGEMENT AND CONTROL OF THE COMPANY

         4.1 Management and Powers. In entering into this Agreement,  the intent
of each Member is to  actively  engage in the  management  of the  Company.  The
Members shall have the  responsibility to perform any and all acts or activities
customary or incident to the management of the Company's business,  property and
affairs.  Unless expressly stated to the contrary,  management  decisions of the
Company  shall  require the consent or approval of all Members and any provision
in this  Agreement  requiring  the consent or approval of the Members shall mean
the consent of all of the Members.

         4.2  Limitations  on  Power  of  Members.  All  contracts,  agreements,
commitments  and  obligations  of the Company  require the  affirmative  vote or
written consent of all Members except the following:  (i) debts,  liabilities or
obligations  of  the  Company  of  less  than  Two  Thousand   Dollars  ($2,000)
individually and Ten Thousand Dollars  ($10,000) in the aggregate in any one (1)
calendar year may be contracted on behalf of the Company by either  Member;  and
(ii) if under any Client  Contract,  HeartMasters has an obligation to repay the
Client  more  than  50% of the  fees  paid  by  Client  to  HeartMasters  in any
Measurement  Year,  then  either  Member may  unilaterally  cause the Company to
terminate such Client  Contract in accordance  with the Client  Contract  terms,
notwithstanding  whether such repayment obligation has been assumed by any other
Person.  Subject to the exceptions in the prior  sentence,  no Member shall have
authority  hereunder to cause the Company to enter into any contact,  agreement,
commitment or obligation without first obtaining the affirmative vote or written
consent of all the Members  (which  consent  could be evidenced by both Member's
execution  of the  contract,  agreement or  commitment  in  consideration).  The
Members  shall  execute and file an Amendment to the  Company's  Certificate  of
Formation  in  substantially  in the form of Exhibit F to reflect  the intent of
this Section 4.2.

         4.3 Member  Approval and Meetings.  The Members intend to meet at least
quarterly,  provided  however that no meetings of the Members are required to be
held. However,  if such meetings are held, such meetings shall be noticed,  held
and conducted pursuant to this Section

                                      -7-
<PAGE>

4.3 and the Act.  In any  instance  in which  the  approval  of the  Members  is
required  under this  Agreement,  such  approval  may be  obtained in any manner
permitted by the Act. No notice need be given to Members of regular meetings for
which the Members have  previously  designated a time and place for the meeting.
Special  meetings  of the  Members  may be held at any time upon the  request of
either  Member.  Notification  of any Special  Meeting shall be sent to the last
known address of each Member at least five (5) days before the meeting. Meetings
of the Members may be held at any place as may be approved by the  Members.  The
meetings of the Members may be held by means of conference  telephone or similar
communication  equipment so long as all persons participating in the meeting can
hear  each  other.  Participation  in a meeting  in such  manner  constitutes  a
presence in person at such meeting.  The presence of all Members is necessary to
constitute(s)  a quorum of the Members for the  purpose of  transacting  Company
business.  Every act or  decision  done or made by the  Members may be made at a
meeting duly held at which a quorum is present or by written  consent  signed by
all Members. Unless otherwise explicitly provided in this Agreement, approval of
the Members shall mean the approval of all of the Members.

         4.4  Devotion of Time.  The Members are not  obligated to devote all of
their time and business efforts to the affairs of the Company. The Members shall
devote  whatever  time,  effort  and  skill  as they  deem  appropriate  for the
operation of the Company and the furtherance of the Company.

         4.5 Payments to Members. Except as otherwise authorized in, or pursuant
to, this Section 4.5 or this Agreement, neither the Members nor their Affiliates
are  entitled to  remuneration  for services  rendered or goods  provided to the
Company unless otherwise approved by both Members.  Subject to and in accordance
with this Section 4.5, the Company  shall  reimburse a Member and such  Member's
Affiliates  for the  actual  cost of  goods  and  materials  used  for or by the
Company.  The Members  shall  jointly  prepare a list of  categories of expenses
incurred or services  provided by the Members on behalf of the Company which are
subject to reimbursement by the Company ("Approved Expenses List") in accordance
with the terms of this Section  4.5.  This list will be attached as Schedule 4.5
to this Agreement and shall be updated by the Members on an annual basis. Within
30 business days after the end of each quarter,  each Member shall submit to the
other Member a statement of its expenses  incurred on behalf of the Company.  If
the  expenses  incurred are included on the  Approved  Expenses  List,  then the
Company shall reimburse such expenses to the extent reasonable, as determined by
the  Members  in  their   reasonable   discretion.   Any   disputes  as  to  the
reasonableness  of a particular  expense  shall be resolved in  accordance  with
Section  12.1.  Upon the mutual  consent of the  Members,  the  Company may also
reimburse all reasonable expenses not included in the Approved Expenses list. To
the extent  that the  Company  does not have  adequate  funds to  reimburse  the
reasonable expenses approved by the Members, additional Capital Contributions by
the Members may be required in accordance with Section 2.2. If a Member fails to
deliver its pro rata portion of any required additional Capital  Contribution to
cover  expenses  authorized  or approved  pursuant to this Section 4.5 within 30
days of submission of such expenses for reimbursement, then the non-contributing
Member shall be deemed to have  contributed a portion of such  Member's  license
fee which would otherwise be paid to the non-contributing Member pursuant to the
terms of such Member's  License  Agreement  equivalent to such Member's pro rata
portion of such additional

                                      -8-
<PAGE>

Capital  Contribution.  Notwithstanding  the  foregoing,  the  reimbursement  of
expenses under this Section 4.5 is also subject to the  limitations set forth in
Section 4.2(i).

         4.6  Representatives  of Members.  Each Member shall be  authorized  to
designate one or two corporate officers of such Member who are authorized to act
on behalf of such Member in connection with the management and operations of the
Company and all other  matters  relating to the Company.  Such Member  designees
shall be the only Persons  authorized  to act on behalf of each Member and shall
execute and perform all documents and consents, undertake all actions and attend
all meetings on behalf of the Member.  LifeMasters  appoints Rick Vanzura as its
initial  Member  designee  and  IHMC  appoints  Michael  Cox as  initial  Member
designee.  LifeMasters  shall  have the power to elect  and  remove  its  Member
designees  and  IHMC  shall  have  the  power to elect  and  remove  its  Member
designees.  No Member may  unilaterally  remove a Member  designee  of the other
Member. Each Member shall provide the other Member with notice of any changes in
the names of such Member's designees.

         4.7 Company  Insurance The Company may maintain policies of reinsurance
in amounts and on terms acceptable to all Members. The premiums on such policies
shall be paid directly by the Members in such proportionate  amounts as mutually
agreed.  The amount of premiums paid by each Member will be treated as a capital
contribution by such Member and thereby  increase such Member's Capital Account.
The  Company's  expense for such  policies  shall be specially  allocated to the
Members in proportion to their proportionate  shares of such expense paid to the
Company and therefore such expense shall reduce each Member's Capital Account by
the amount of such allocable share.

                                    ARTICLE 5
           ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS

         5.1 Allocations of Net Profit and Net Loss.

                  (a) Net Loss. Except as otherwise  provided herein, Net Losses
for each Fiscal Year or shorter period shall be allocated as follows:

                           (i) First,  to the extent of, in proportion to and in
the reverse order of any Net Profits allocated to the Members hereunder.

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

                  (b) Net Profit.  Except as otherwise provided herein, for each
Fiscal Year or shorter period shall be allocated to the Members as follows:

                           (i) First,  to the extent of, in proportion to and in
the reverse order of any Net Losses allocated to the Members hereunder.

                           (ii)  Second,   in  proportion  to  their  Percentage
Interests.

                                      -9-
<PAGE>

         5.2 Regulatory Allocations and Other Allocation Rules.  Notwithstanding
anything herein to the contrary, the following special allocations shall be made
as follows, and, as appropriate, in the following order:

                  (a)  Losses.  Items of Company  loss and  deduction  otherwise
allocable to a Member  hereunder  that would cause such Member  (hereinafter,  a
"Restricted  Member") to have an Adjusted  Capital Account Deficit as of the end
of the Fiscal Year to which such items  relate  shall not be  allocated  to such
Restricted Member and instead shall be allocated to the other Member(s) pro rata
in accordance with their relative Percentage Interests.

                  (b)  Company  Minimum  Gain.  If  there is a net  decrease  in
Company  Minimum Gain for any Fiscal Year (except as a result of  conversion  or
refinancing  of  Company   indebtedness,   certain  capital   contributions   or
revaluation of the Company's property as further outlined in Treasury Regulation
Sections  1.704-2(d)(4),  (f)(2) or  (f)(3)),  each  Member  shall be  specially
allocated  items of Company  income and gain for such year (and,  if  necessary,
subsequent  years) in an amount equal to that Member's share of the net decrease
in Company  Minimum  Gain.  The items to be so allocated  shall be determined in
accordance with Treasury Regulations Section 1.704-2(f).  This Section 5.2(b) is
intended to comply with the minimum gain chargeback  requirement in said section
of the Treasury  Regulations  and shall be interpreted  consistently  therewith.
Allocations  pursuant to this Section  5.2(b) shall be made in proportion to the
respective amounts required to be allocated to each Member pursuant hereto.

                  (c) Member Minimum Gain. If there is a net decrease in Minimum
Gain Attributable to Member  Nonrecourse Debt during any Fiscal Year (other than
due to the  conversion,  refinancing  or other  change  in the  debt  instrument
causing  it  to  become  partially  or  wholly   nonrecourse,   certain  capital
contributions,  or certain  reevaluations  of the Company's  property as further
outlined in Treasury  Regulations Section  1.704-2(i)(4)),  each Member shall be
specially  allocated  items of Company  income  and gain for such year (and,  if
necessary,  subsequent  years) in an amount equal to that Member's  share of the
net decrease in the Minimum Gain  Attributable to Member  Nonrecourse  Debt. The
items to be so  allocated  shall  be  determined  in  accordance  with  Treasury
Regulations Section 1.704-2(i)(4) and (j)(2). This Section 5.2(c) is intended to
comply with the  minimum  gain  chargeback  requirement  with  respect to Member
Nonrecourse Debt contained in said section of the Treasury Regulations and shall
be  interpreted  consistently  therewith.  Allocations  pursuant to this Section
5.2(c) shall be made in  proportion  to the  respective  amounts  required to be
allocated to each Member pursuant hereto.

                  (d)   Qualified   Income   Offset.   In  the  event  a  Member
unexpectedly receives any adjustments, allocations or distributions described in
Treasury  Regulations  Section  1.704-1(b)(2)(ii)(d)(4),  (5), or (6),  and such
Member has an Adjusted Capital Account Deficit, items of Company income and gain
shall be specially  allocated to such Member in an amount and manner  sufficient
to eliminate the Adjusted  Capital Account Deficit as quickly as possible.  This
Section  5.2(d) is intended to  constitute a  "qualified  income  offset"  under
Treasury  Regulations  Section  1.704-1(b)(2)(ii)(d)  and  shall be  interpreted
consistently therewith.

                                      -10-
<PAGE>

                  (e)  Nonrecourse  Deductions.  Nonrecourse  Deductions for any
Fiscal Year or other  applicable  period  shall be  allocated  to the Members in
accordance with their Percentage Interests.

                  (f)  Member   Nonrecourse   Deductions.   Member   Nonrecourse
Deductions  for any Fiscal Year or other  applicable  period  shall be specially
allocated to the Member that bears the economic risk of loss for the debt (i.e.,
the  Member  Nonrecourse  Debt) in  respect  of which  such  Member  Nonrecourse
Deductions are attributable (as determined  under Treasury  Regulations  Section
1.704-2(b)(4) and (i)(1)).

                  (g) Curative Allocations. To the extent necessary to avoid any
economic  distortions  which  may  result  from  application  of the  Regulatory
Allocations,  future items of income, gain, loss, expense and deduction shall be
allocated as appropriate in the reasonable discretion of the Members in order to
remedy any economic distortions that the Regulatory  Allocations might otherwise
cause. For purposes hereof,  "Regulatory Allocations" shall mean the allocations
provided under Sections 5.2(a) through 5.2(f).

                  (h) Transfers of Interests,  Etc. Allocations to Members whose
interests  vary  during a year by reason  of  transfer,  redemption,  admission,
capital contributions,  or otherwise, shall be made as determined by the Members
in accordance with permissible methods under Code Section 706.

                  (i) Code Section 754  Elections.  To the extent that  Treasury
Regulations  Section  1.704-1(b)(2)(iv)(m)  requires  that  Capital  Accounts be
adjusted with respect to an adjustment to the basis of Company property pursuant
to a Code Section 754 election,  such adjustment  shall be treated as an item of
income, gain or loss and allocated to the Members as appropriate.

         5.3      Tax Allocations.

                  (a)  Generally.  Subject to Section  5.3(b),  items of income,
gain,  loss,  deduction and credit to be allocated for income tax purposes shall
be allocated among the Members on the same basis as their respective book items,
as provided in Sections 5.1 and 5.2.

                  (b) Code Section 704(c)  Allocations.  If any Company property
is subject to Code Section 704(c) or is reflected in the Capital Accounts of the
Members  and on the  books  of the  Company  at a value  that  differs  from the
adjusted  tax basis of such  property,  then the tax items with  respect to such
property  shall, in accordance  with the  requirements  of Treasury  Regulations
Section  1.704-1(b)(4)(i),  be shared  among the  Members in a manner that takes
account  of the  variation  between  the  adjusted  tax basis of the  applicable
property and its value in the same manner as variations between the adjusted tax
basis and fair  market  value of property  contributed  to the Company are taken
into account in  determining  the Members' share of tax items under Code Section
704(c).  The Members are authorized to choose any reasonable method permitted by
the  Treasury  Regulations  pursuant  to  Code  Section  704(c),  including  the
"remedial  allocation"  method,  the  "curative"  method  and the  "traditional"
method.

                                      -11-
<PAGE>

                  (c) Nonrecourse Liabilities.  Pursuant to Treasury Regulations
Section  1.752-3,  each Member's  interest in Company  profits,  for purposes of
determining such Member's shares of excess  "nonrecourse  liabilities"  shall be
such Member's Percentage Interest.

                  (d) Consistent Reporting.  The Members are aware of the income
tax  consequences  of the  allocations  made by this  Agreement and shall report
their shares of Profits and Losses and other items of Company income, gain, loss
and deduction for income tax purposes consistently with this Agreement.

         5.2 Distributions of Cash. Distributions shall be made at such time and
in such amounts as determined  by the  unanimous  consent or vote of the Members
and shall be made  among the  Members  in cash in  proportion  to each  Member's
Percentage Interests. The Members acknowledge and agree that it is the intent of
the Members that the Company not make any distributions to Members until payment
of the Company's operational expenses, including, without limitation, payment of
all obligations under the License Agreements.

         5.3  Distributions in Kind. A Member has no right to demand and receive
any  distribution  from the  Company in any form other  than  money.  Except for
distributions in liquidation,  all distributions in kind to the Members shall be
made to the Members in proportion to their Percentage  Interests.  No Member may
be compelled to accept from the Company a  distribution  of any asset in kind in
lieu of a proportionate distribution of money being made to other. Except upon a
dissolution  and the winding up of the  Company,  no Member may be  compelled to
accept a  distribution  of any asset in kind.  The Company shall not,  under any
provision of this Agreement,  distribute  notes or other securities in violation
of any securities or other law.

         5.4 Return of Distributions. Except for distributions made in violation
of the Act or this  Agreement,  no  Member  shall be  obligated  to  return  any
distribution  to the  Company  or pay the  amount  of any  distribution  for the
account of the  Company or to any  creditor  of the  Company.  The amount of any
distribution  returned  to the  Company  by a Member or paid by a Member for the
account of the  Company or to a creditor  of the  Company  shall be added to the
account or accounts from which it was subtracted  when it was distributed to the
Member.

                                    ARTICLE 6
                      TRANSFER AND ASSIGNMENT OF INTERESTS

         6.1  Restrictions  on Transfer and  Assignment of Interests.  No Member
shall be entitled to  transfer,  assign,  convey,  sell,  encumber or in any way
alienate all or any part of its  Membership  Interest  without the prior written
consent of the remaining Members which may be withheld in the remaining Members'
absolute discretion; provided, however, that a Member shall be entitled, without
consent,  to assign any part or all of its  Membership  Interest to an Affiliate
upon  prior  written  notice to the  remaining  Member  and  compliance  by such
Affiliate  with  paragraphs  (b), (c), (d) and (e) of Section 6.2. The Change in
Control of a Member to a non-Affiliate or by operation of law shall constitute a
transfer of a  Membership  Interest  for  purposes of this Section 6.1 and shall
require the prior  written  consent of the  remaining  Members  which

                                      -12-
<PAGE>

may not be  unreasonably  withheld and compliance  with paragraphs (b), (c), (d)
and (e) of Section 6.2.

         All transfers shall be made in strict compliance with the provisions of
this  Article 6. Any transfer in violation of this Section 6.1 shall be voidable
by any  Member.  After  the  consummation  of any  transfer  of  any  part  of a
Membership Interest, the Membership Interest so transferred shall continue to be
subject to the terms and provisions of this Agreement and any further  transfers
shall be required to comply with all the terms and provisions of this Agreement.

         For purposes of this Section  6.1,  "Change in Control"  shall mean the
acquisition by any Person or related group of Persons or the sale, assignment or
transfer  by the  existing  shareholders  or owners of a Member to any Person or
group of Persons of  beneficial  ownership of  securities  possessing  more than
fifty percent (50%) of the total combined voting power of a Member's outstanding
securities through any one or more transactions which may or may not be related.

         6.2  Substitution  of  Members.  Subject  to Section  6.1, a  purported
assignee of a Membership  Interest  shall not be considered a Substitute  Member
nor  have a right  to  receive  a  Membership  Interest,  unless  the  following
conditions are satisfied:

                  (a)  The  written  consent  of  all  of  the  non-transferring
Members, the granting or denial of which shall be within the absolute discretion
of each such Member;

                  (b) The filing  with the  Company of a duly  executed  written
instrument  of  assignment  in a form  approved  by the Members  specifying  the
Membership  Interest  being  assigned  and setting  forth the  intention  of the
assignor that the assignee  succeed to the assignor's  interest as a Member with
respect to such Membership Interest;

                  (c) The execution and  acknowledgment  by the assignor (except
in the  case of an  assignment  occurring  by  will,  intestate  succession,  or
otherwise by operation  of law) and assignee of any other  instruments  that the
Members  deem  necessary  or  appropriate  including,   without  limitation,  an
instrument accepting and adopting the terms and provisions of this Agreement;

                  (d) The proposed  assignment or substitution does not cause or
result in a default under or breach of the terms of a Client Contract; and

                  (e)  The  payment  by  the  assignor  or the  assignee  of all
reasonable  expenses,  including  attorneys'  fees,  incurred  by the Company in
connection with the assignment and substitution.

         The admission of a Substitute Member pursuant to this Section 6.2 shall
not result in the release of the assignor from any liability  that he, she or it
may have to the Company or any Members.  Any purported assignment of an interest
in the Company which is not in compliance with this Agreement is hereby declared
to be null and void and of no force or effect  whatsoever.  For purposes of this
Article, any transfer of an interest,  whether voluntary or by operation of law,
shall be considered an assignment.

                                      -13-
<PAGE>

         6.3  Bankruptcy  or  Dissolution  of a  Member.  Upon  the  bankruptcy,
insolvency,  dissolution  (other  than for failure to file any  required  annual
report  or to pay any tax or fee due to the  Secretary  of State of the state of
incorporation  or  organization  of any Member) or other cessation to exist as a
legal entity of a Member not an  individual,  the authorized  representative  of
such entity shall have all of the rights of a Member  (subject to any obligation
of the Member to the Company) for the purpose of effecting  the orderly  winding
up and  disposition of the business of such entity and such power as such entity
possessed  to  constitute  a successor  as an  assignee  of its  interest in the
Company and to join with such assignee in making  application to substitute such
assignee as a Member.

         6.4 Option to Purchase  Membership Rights.  Upon and  contemporaneously
with any transfer,  assignment,  conveyance  or sale (whether  arising out of an
attempted charge upon that Member's Membership  Interests by judicial process, a
foreclosure  by a creditor of the Member or otherwise) of a Member's  Membership
Interests (or portion thereof) which does not result in the assignee  becoming a
Substitute  Member with regard to the  Membership  Interests  within thirty (30)
days from the effective date of the assignment,  the Company shall purchase from
the Member for a purchase  price of One  Hundred  Dollars  ($100) all  remaining
rights  of  membership  (including,  but not  limited  to,  the right to vote or
participate  in the  management  of the  business,  property  and affairs of the
Company)  retained  by the  Member  that were  associated  with the  transferred
Membership  Interests.  Each  Member  hereby  acknowledges  and agrees  that the
obligation  of the  Company  to  purchase  all  remaining  rights of  membership
retained by a Member upon the terms on conditions  set forth in this Section 6.4
is not unreasonable under the circumstances existing as of the date hereof.

                                    ARTICLE 7
                      CONSEQUENCES OF A DISSOCIATION EVENT

         Subject to Section 9.1(e), the occurrence of a Dissociation Event shall
not dissolve the Company nor shall it require the vote of the remaining  Members
consenting to the continuation of the business of the Company.

                                    ARTICLE 8
                    ACCOUNTING, RECORDS, REPORTING BY MEMBERS

         8.1 Books and Records.  IHMC shall be responsible  for  maintaining the
books  and  records  of  the  Company  in  accordance  with  generally  accepted
accounting  principals.  IHMC  shall  maintain  the  books  and  records  at the
Company's principal office in New Jersey containing all of the following:

                  (a) A current list of the full name and last known business or
residence address of each Member set forth in alphabetical order,  together with
the capital contributions and Percentage Interests held by each Member;

                                      -14-
<PAGE>

                  (b) A copy of the  Certificate  of  Formation  and any and all
amendments  thereto  together  with  executed  copies of any powers of  attorney
pursuant to which the  Certificate of Formation or any  amendments  thereto have
been executed;

                  (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
thereto  together  with  executed  copies of any powers of attorney  pursuant to
which this Agreement or any amendments thereto have been executed;

                  (e) Copies of the financial statements of the Company, if any,
for the six (6) most recent Fiscal Years; and

                  (f) The  Company's  books and  records  as they  relate to the
internal  affairs  of the  Company  for at least the  current  and past four (4)
Fiscal Years.

         8.2 Reports.  Subject to the prior consent of both Members,  IHMC shall
cause to be  filed,  in  accordance  with the Act,  all  reports  and  documents
required to be filed with any governmental agency, including without limitation,
and at Company expense,  income tax returns of the Company.  IHMC shall cause to
be prepared at least annually  information  necessary for the preparation of the
Members'  federal and state income tax  returns.  IHMC shall send or cause to be
sent to each Member  within  ninety (90) days after the end of each taxable year
such  information  as is necessary  to complete  federal and state income tax or
information  returns. In addition,  IHMC will prepare and deliver to the Members
monthly  reports  (prepared in accordance  with  Generally  Accepted  Accounting
Principals  ("GAAP"))  by the 20th of the  following  month  containing:  (a) an
unaudited  income  statement and schedule as to the sources and  application  of
funds and  balance  sheet  for and as of the end of such  month,  in  reasonable
detail; (b) Capital Account balances;  (c) bank account  information  (including
balance,  accrued  interest and payments made during the month);  (d) report and
explanation of Company expenditures and variances in account balances;  (e) list
of amounts paid to vendors with  indication of purpose or use of funds;  and (f)
any other  information  relating to  financial  condition  of the Company as the
remaining Member shall request. Any and all expenses incurred in connection with
the  preparation  of the reports  required by this  Section 8.2 shall be paid or
borne by IHMC and shall not be subject to reimbursement except: (i) if employees
of IHMC spend in excess of 200 hours in any one calendar year in connection with
the  preparation  of the reports  required by this Section 8.2, then the Company
shall promptly  reimburse  IHMC for the hours IHMC employees  spend in preparing
such  reports  in excess of 200 hours at the rate of $50.00  per hour,  provided
that such time is reasonable and IHMC provides adequate supporting documentation
reasonably  acceptable to the remaining Member; (ii) all consulting and services
provided by outside service providers, as mutually agreed by the Members and all
related  preapproved  fees,  shall be paid for by the Company  subject to and in
accordance  with Section 4.5; and (iii) all filing fees and taxes of the Company
shall be paid be the Company.

         IHMC shall on a quarterly basis submit to the Company and the remaining
Member a statement describing in detail the services provided under this Section
8.2 and the number of

                                      -15-
<PAGE>

hours spent.  The Company and the remaining Member shall have the right to audit
such statements submitted by IHMC.

         In  addition,  LifeMasters  shall have the right to inspect  all of the
Company's  books and records in  accordance  with Section  8.10.  If IHMC is not
adequately performing its obligations under this Article 8, then LifeMasters has
the right to request that IHMC cease preparing the books and transfer control of
the books and records to LifeMasters.

         8.3 Annual Audit.  IHMC shall cause to be preformed at least  annually,
at Company expense, an audit of the Company's books and records by the Company's
independent accountant. Within ten (10) days of receipt of the annual audit from
the independent accountant,  IHMC shall cause a report to be sent to each Member
containing:  (i) a  balance  sheet as of the end of the  period  audited  and an
income statement,  and statement of changes in financial position for the period
audited, all with footnotes,  (ii) the independent accountant's report regarding
the  Company's  financial  statements,  and (iii)  report to  Members  regarding
financial  and  audit  controls  prepared  by  the  independent  accountant.  In
addition,  LifeMasters  may  conduct  an audit of the books and  records  of the
Company or request an audit of the books and records by an  independent  auditor
to determine the fees owed under either of the License Agreements. To the extent
that the books and records are  maintained  in accordance  with GAAP,  the audit
shall be conducted in accordance with GAAP. In the event that LifeMasters or the
independent  auditor  determines  that there is an error of five percent (5%) or
more of the fee being audited,  then IHMC shall pay the costs of such audit.  In
the event that LifeMasters or the independent  auditor  determines that there is
no error or the error is less than five percent  (5%) of the fee being  audited,
then LifeMasters shall pay the costs of such audit. In all cases, if an error is
discovered  then the Members  shall cause the Company to remit any  shortfall to
the Members,  as appropriate,  and the Members shall return any  overpayments to
the Company. If LifeMasters  conducts the audit and IHMC disputes the results of
such audit,  then IHMC may request that an independent  auditor conduct an audit
of the books.  The fees of the  independent  auditor shall be paid in accordance
with this Section 8.3.

         8.4  Appointment of Accountant.  The Company's  independent  accountant
shall only be appointed upon the unanimous consent of the Members. The unanimous
prior  written  consent of the Members  shall be  required  to appoint,  remove,
change or otherwise select the Company's  independent  accountant.  In addition,
accounting  duties  of the  Company  which  do not  require  an  independent  or
certified public accountant may be performed by an accountant designated by both
of the Members (who may be an accountant who is an employee of a Member).

         8.5 Bank Accounts.  The Members shall maintain the funds of the Company
in one or more separate bank accounts in the name of the Company,  and shall not
permit the funds of the Company to be  commingled  in any fashion with the funds
of any other Person.  Subject to any restrictions  approved by the Members,  any
Member,  acting  alone,  is  authorized  to endorse  checks,  drafts,  and other
evidences of indebtedness made payable to the order of the Company, but only for
the purpose of deposit into the  Company's  accounts.  All checks,  drafts,  and
other  instruments  obligating  the  Company  to pay  money in  excess  of $2000
individually  (and not to exceed  $10,000 in the  aggregate  in any one calendar
year) must be signed on behalf of the Company by both Members.

                                      -16-
<PAGE>

         8.6  Accounting  Decisions and Reliance on Others.  All decisions as to
accounting matters,  except as otherwise specifically set forth herein, shall be
made by the Members.  The Members may rely upon the advice of their  accountants
as to whether such decisions are in accordance with accounting  methods followed
for federal income tax purposes.

         8.7 Operating  Plan.  The Members may prepare and  implement  operating
plans for the Company, which plans shall be subject to the unanimous approval by
the Members.

         8.8 Annual  Budget.  The Members may  prepare an Annual  Budget,  which
shall be subject to the unanimous  approval by the Members prior to commencement
of each Fiscal  Year.  If the  Members  choose to adopt an Annual  Budget,  they
intend that the Annual Budget for the following Fiscal Year be approved at least
one (1) month prior the beginning of such Fiscal Year. If the Members are unable
to approve an Annual  Budget for a Fiscal Year,  then the Annual Budget for such
Fiscal Year shall be the same as the Annual  Budget from the prior year less any
and all extra-ordinary  capital expenditures.  No material changes or departures
from the Annual Budget shall be made without the prior unanimous  consent of the
Members.  The  Members  shall  use all  reasonable  efforts  to have the  actual
operating expenditures conform to the costs set forth in the Annual Budget.

         8.9 Tax  Matters  for the  Company  Handled by Members  and Tax Matters
Partner.  IHMC is  designated  as the "tax matters  partner," as defined in Code
Section  6231 (the "Tax  Matters  Partner"),  to  represent  the Company (at the
Company's  expense) in connection with all examination of the Company's  affairs
by tax  authorities  and to expend Company funds for  professional  services and
costs associated therewith,  provided,  however, that all tax filings,  reports,
and related  material  communications  shall be subject to the prior  review and
approval of all Members and the Tax Matters Partner shall not have the authority
without first  obtaining  the consent of the  remaining  Member to do any of the
following:  (i) enter into a  settlement  agreement  with the  Internal  Revenue
Service (or any similar state agency) that purports to bind Company, (ii) file a
petition  as  contemplated  in  Sections  6226(a)  or  6228 of the  Code,  (iii)
intervene in any action  contemplated  in Section  6226(b)(6) of the Code,  (iv)
file any request  contemplated in Section 6227(c) of the Code, (v) enter into an
agreement  extending  the  period  of  limitation  as  contemplated  in  Section
6229(b)(1)(B) of the Code; or (vi) file any tax return or report. If IHMC ceases
or fails to serve as Tax Matters  Partner,  then  Members by  unanimous  consent
shall appoint another to be the Tax Matters Partner. The Members shall from time
to time cause the Company to make such tax elections as they unanimously deem to
be in the best interest of the Company and the Members.

         8.10     Inspection and Delivery of Records.

                  8.10.1  Delivery.  Upon the request of any member,  IHMC shall
promptly deliver to the requesting Member, at the expense of the Company, a copy
of the  information  required  to be  maintained  under  Section  8.1 or reports
prepared under Sections 8.2, 8.3, 8.7 or 8.8 and all supporting documentation.

                  8.10.2 Inspection.  Each Member has the right, upon reasonable
request to:

                                      -17-
<PAGE>

                           (a)      inspect  and  copy  during  normal  business
                                    hours   without   interfering   with  IHMC's
                                    business   any  of  the   Company   records,
                                    including, without limitation, those records
                                    described in Sections  8.1,  8.2,  8.3, 8.5,
                                    8.7, 8.8 and 8.9; and

                           (b)      obtain,   promptly   after  their   becoming
                                    available,  a copy of the Company's federal,
                                    state,  and local income tax or  information
                                    returns for each fiscal year.

                  8.10.3  Inspection  Agreement.  Any  request,   inspection  or
copying by a Member  under this  Section 8.10 may be made by that Person or that
Person's agent or attorney.

                                    ARTICLE 9
                           DISSOLUTION AND WINDING UP

         9.1  Dissolution.  The Company shall be dissolved,  its assets shall be
disposed of, and its affairs wound up on the first to occur of the following:

                  (a) If the  Company  fails to obtain a fully  executed  Client
Contract  from a Client by August 31,  2000,  then the Company  shall  dissolve,
unless extended by unanimous consent of the Members;

                  (b) Upon the happening of any event of  dissolution  specified
in the Certificate of Formation;

                  (c)  Upon  the  entry  of a  decree  of  judicial  dissolution
pursuant to Section 18-802 of the Act; or

                  (d)      Upon the vote of all the Members.

                  (e) In the event of bankruptcy or dissolution of a Member or a
Member  materially  defaults on a substantial term under this Agreement and such
breach is not cured within  ninety (90) days of receipt by such Member of notice
of default  or a Member  materially  defaults  on a  substantial  term under its
License  Agreement  and such  breach is not cured  within  the  applicable  cure
period,  if any, then the  nonbreaching  Member shall have the right to dissolve
the Company without the consent of the defaulting Member.

         9.2 Winding Up. Unless the Members  otherwise  unanimously  agree,  the
Company shall not enter into any new Client  Contracts or any  extensions on any
Client Contracts after December 31, 2005. After December 31, 2005, the Company's
sole purpose shall be to complete  performance of existing Client  Contracts and
then to dissolve the Company.  Upon the dissolution of the Company,  the Members
shall  appoint  a  liquidating  Member  to be  responsible  for  winding  up the
Company's  affairs.  .Upon the dissolution of the Company,  the Company's assets
shall be disposed of and its affairs  wound up. The Company  shall give  written
notice of the commencement of the dissolution to all of its known creditors.

                                      -18-
<PAGE>

         9.3 Post Dissolution. The covenants contained in this Section 9.3 shall
survive the termination of this Agreement and the dissolution of the Company.

                  (a)  Dissolution,  Bankruptcy  or Default.  In addition to the
right to dissolve  the Company in  accordance  with Section 9.1, in the event of
bankruptcy  or  dissolution  or  substantial  default of a material term in this
Agreement  which is not cured within ninety (90) days after receipt of notice of
such  default or an uncured  substantial  default  under an  individual  License
Agreement by either Member (each a "Member Default"),  the non-defaulting Member
and/or the  Company  shall have the right to  continue  to service  the  Clients
directly  and/or  to hire a third  party to  carry  out the  obligations  of the
defaulting  Member  under any Client  Contracts  outstanding  on the date of the
Member Default.  Notwithstanding the terms of Article 5 (except Sections 5.2 and
5.3) relating to the allocation of Net Profits and Net Losses and  distributions
to Members,  the  defaulting  Member  would have no rights to any Net Profits or
proceeds  generated  by the Company or the  remaining  Member  after the date of
Member  Default and the  remaining  Member  shall be entitled to 100% of the Net
Profits,  proceeds and fees received by the Company for services  provided after
the date of the Member Default. If the defaulting Member receives a distribution
from or on behalf of the Company in violation of this Section 9.3(a),  then such
defaulting Member shall be deemed to be holding such  distributions in trust for
the  benefit of the  Company  and the  remaining  Member.  In no event shall the
default,  dissolution  or  bankruptcy  of a Member  relieve  such  Member of its
obligations under any contracts with the Company,  including without  limitation
that Member's  respective License Agreement  described in Section 3.7 hereof. To
enable the  remaining  Member to carry out the Company's  obligations  under any
outstanding  Client Contract,  the defaulting Member shall provide the remaining
Member and the Company, subject to appropriate confidentiality restrictions, any
and all  data  generated  through  the  date of the  Member  Default  under  any
outstanding Client Contracts.  At the request of the non-defaulting  Member, the
defaulting  Member shall  facilitate  assignment of any Client  Contracts to the
remaining Member.

                  (b) Use of Mark and HM Names. In the event of a Member Default
such  defaulting  Member  shall no  longer  have any right to use the Mark or HM
Names.  In the event of the  dissolution  or other  termination  of the Company,
unless otherwise  mutually agreed in accordance with Section 2.5, neither Member
shall have the right to use the Mark or HM Names.

                  (c) Ownership of Intellectual Property. The Members agree that
it is their  intent that no  intellectual  property  nor  intellectual  property
rights  shall be  developed,  created or owned by the  Company or jointly by the
Members.

         9.4  Distributions  in Kind.  Except as  provided in Section  5.3,  any
non-cash  asset  distributed to one or more Members shall first be valued at its
fair  market  value to  determine  the Net  Profit or Net Loss that  would  have
resulted  if such  asset were sold for such  value,  such Net Profit or Net Loss
shall then be  allocated  pursuant  to  Article  50,  and the  Members'  Capital
Accounts shall be adjusted to reflect such allocations.  The amount  distributed
and charged to the Capital Account of each Member  receiving an interest in such
distributed  asset shall be the fair market value of such  interest  (net of any
liability  secured by such asset that such Member  assumes or takes subject to).
The fair market value of such asset shall be determined by the Members or if any
Member  objects  by  an  independent  appraiser  (any  such  appraiser  must  be

                                      -19-
<PAGE>

recognized as an expert in valuing the type of asset  involved)  selected by the
Members and if they fail to agree,  then each Member shall select an independent
appraiser and those two (2) appraisers will choose a third independent appraiser
who will conduct the valuation which valuation will be binding on the Members.

         9.5 Order of Payment of Liabilities Upon  Dissolution.  Notwithstanding
anything herein to the contrary,  after determining that all the known debts and
liabilities  of the  Company  have been paid or  adequately  provided  for,  the
remaining  assets shall be distributed  to the Members in accordance  with their
positive Capital Account balances.

         9.6  Limitations on Payments Made in  Dissolution.  Except as otherwise
specifically  provided in this Agreement,  each Member shall be entitled to look
only to the assets of the Company  for the return of its  capital  contributions
and shall have no recourse  for its  capital  contribution  and/or  share of Net
Profits against any Member except as provided in Article 10.

         9.7  Termination  of the  Company.  Subject  to Section  9.3,  upon the
completion of the liquidation of the Company and the distribution of all Company
assets,  the Company's affairs shall terminate and the liquidating  Member shall
cause to be executed and filed a Certificate of  Cancellation  to accomplish the
cancellation  of the Company's  Certificate  of Formation,  as well as any other
documents  required to  effectively  terminate the Company.  The  Certificate of
Cancellation shall set forth:

                  (a)      The name of the Company;

                  (b) The date of the  filing of the  Company's  Certificate  of
Formation;

                  (c) The reason for filing the Certificate of Cancellation;

                  (d) The future  effective  date or time (which shall be a date
or time certain) of cancellation if it is not to be effective upon the filing of
the Certificate of Cancellation; and

                  (e) Any other information the liquidating Member determines or
required by applicable law.

         9.8  Liquidation.  The Members  shall  jointly  choose the  liquidating
Member. If only one Member remains,  then such remaining Member shall act as the
liquidating  Member.  Notwithstanding  the  limitations set forth in Section 2.5
regarding the use of the Mark, the  liquidating  Member shall have the authority
to sell  the  Mark to a third  party  in the  event  the  Company  does not have
adequate assets to pay or otherwise  adequately  provide for the satisfaction of
all known debts and  liabilities  of the Company.  The  liquidating  Member will
furnish  each  of  the  Members  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 Members shall execute and cause to be filed Certificate of
Cancellation  of the  Company  and any and all other  documents  necessary  with
respect to termination of the Company.

                                      -20-
<PAGE>

                                   ARTICLE 10
                          INDEMNIFICATION AND INSURANCE

         10.1     Indemnification of Agents.

                  (a) The  Members  shall  not be liable  for the  return of any
Capital  Contribution made to the Company by any other Member,  and shall not be
liable to any other Members  because any taxing  authorities  disallow or adjust
any income tax deductions or credits with respect to such other Member.

                  (b) The  Members  shall not be liable  to the  Company  or any
other Member for any liability,  loss,  damage,  cost or expense which may arise
out of or in  connection  with any act or  conduct  on the  part of the  Members
without fraud, willful misconduct, bad faith, gross negligence including but not
limited to the failure to perform its obligations  hereunder due to restrictions
or prohibitions  imposed by law, rule,  regulation or demand of any governmental
agency, or from any other cause beyond the control of the Members. The foregoing
does not and shall not be deemed to alter,  modify or amend a Member's liability
to the Company or any other Member pursuant to any separate contract,  agreement
or other document.

                  (c) The Company, but not the Members, shall indemnify and hold
harmless any Member against all  liability,  loss,  damage,  cost and/or expense
incurred or  sustained  by such Member by reason of any of its acts or omissions
or by reason of any  threatened  or pending  claim,  suit,  action or proceeding
against  the  Members,  or  their  officers,  directors,   employees  or  agents
(collectively,  "Agents"), or against the Company, to which the Members or their
Agents are or are threatened to be made a party, arising out of or in connection
with the acts or conduct of the  Members  or their  management  or Agents in the
management or operation of the business of the Company,  and shall indemnify and
hold  harmless  any person who was or is a party or is  threatened  to be made a
party to any  threatened,  pending or  completed  action suit or  proceeding  by
reason of the fact that he,  she or it, is or was a Member,  officer,  director,
employee or agent, he, she or it is or was serving at the request of the Company
as a director,  officer,  employee or other agent of another  limited  liability
company, corporation, partnership, joint venture, trust or other enterprise (all
such persons also being referred to  hereinafter as an "Agent"),  to the fullest
extent  permitted  by  applicable  law in effect on the date  hereof and to such
greater extent as applicable  law may hereafter  from time to time permit.  Such
indemnification shall include, but not be limited to, reasonable attorneys' fees
and the reasonable  costs and expenses of  investigation  incurred in connection
with the defense or settlement of such claim,  suit, action or preceding,  other
than such liabilities,  losses, damages, costs and expenses arising out of or in
connection with any claim, suit, action or proceeding as to which the Members or
their Agents shall be adjudged by a final  determination of a court of competent
jurisdiction  to  have  acted  in bad  faith,  with  willful  misconduct,  gross
negligence or fraud.

                  (d)  The  provisions  of  the  preceding  paragraphs  are  not
intended to be for the benefit of any  creditor  or other  person  (other than a
Member)  to whom  any  debts,  liabilities,  or  obligation  are owed by (or who
otherwise  has any claim  against)  the Company or any of the  Members.  No such
creditor or other person shall obtain any benefit from such provisions or

                                      -21-
<PAGE>

shall, by reason of any such foregoing  provision,  make any claim in respect of
any debt, liability, or obligation against the Company or any of the Members.

                  (e) Except as may  otherwise  be  expressly  provided  in this
Agreement or by the Act, no Member shall be required to make any contribution to
the Company by reason of any negative balance in its Capital Account,  nor shall
any negative  balance in a Member's  Capital Account create any liability on the
part of the Member to any third party.

                  (f) An  indemnitee  hereunder  may seek  redress  against  the
Company  under this Section 10.1 only if the Company fails to pay in full within
twenty (20) days of its receipt of a written  claim for  payment  hereunder.  If
successful,  the  indemnitee  shall be  entitled  to be paid also the expense of
prosecuting such claim  (including,  but not limited to,  reasonable  attorneys'
fees).  It shall be a defense to any such action that the  claimant is guilty of
fraud,  bad faith,  gross  negligence or willful  wrongdoing  which relieves the
Company  from  indemnifying  the  indemnitee  for the amount  claimed.  If it is
finally determined that a Member is not entitled to  indemnification  under this
Section 10.1 then such Member shall  reimburse the Company for any amounts which
may have been advanced by the Company hereunder.

         10.2  Insurance.  The  Company  shall  have the power to  purchase  and
maintain insurance on behalf of any Person who is or was an agent of the Company
against any liability  asserted  against such Person and incurred by such Person
in any such  capacity,  or  arising  out of such  Person's  status  as an agent,
whether or not the Company would have the power to indemnify such Person against
such liability under the provisions of Section 10.1 or under applicable law.

         10.3 Limit on Liability of Members.  The  indemnification  set forth in
this Article shall in no event cause the Members to incur any personal liability
beyond their total Capital  Contributions,  nor shall it result in any liability
of the Members to any third party.

                                   ARTICLE 11
                           INVESTMENT REPRESENTATIONS

         Each Member  hereby  represents  and  warrants  to, and agrees with the
other Members and the Company as follows:

         11.1 Preexisting  Experience.  Such Member by reason of its business or
financial  experience,  or by reason of the business or financial  experience of
its  financial  advisor  who is  unaffiliated  with and who is not  compensated,
directly or indirectly,  by the Company or any affiliate or selling agent of the
Company,  is capable of evaluating  the risks and merits of an investment in the
Company and of protecting its own interests in connection with this investment.

         11.2 No Advertising. Such Member has not seen, received, been presented
with, or been solicited by any leaflet,  public promotional meeting,  article or
any other form of advertising or general  solicitation  with respect to the sale
of the Membership Interest.

                                      -22-
<PAGE>

         11.3  Investment  Intent.  Such  Member  is  acquiring  the  Membership
Interest for investment purposes for its own account only and not with a view to
or for  sale in  connection  with  any  distribution  of all or any  part of the
Membership Interest. No other Person will have any direct or indirect beneficial
interest in or right to the Membership Interest.

         11.4 No Liquidity. Such Member is financially able to bear the economic
risk of an  investment  in the  Company  and has no need for  liquidity  in this
investment.

         11.5 All Information. Such Member (i) has received all information that
such Member deems necessary to make an informed investment decision with respect
to an investment in the Company;  (ii) has had the  unrestricted  opportunity to
make such  investigation as such Member desires pertaining to the Company and an
investment  therein and to verify any information  furnished to such Member; and
(iii) has had the opportunity to ask questions of representatives of the Company
concerning the Company and such Member's investment.

         11.6  Restriction  on  Alienation.  Such Member  understands  that such
Member  must bear the  economic  risk of an  investment  in the  Company  for an
indefinite  period of time because (i) the  Membership  Interests  have not been
registered  under the Securities Act and applicable  state  securities  laws and
(ii) the Membership Interests may not be sold, transferred, pledged or otherwise
disposed of except in accordance  with this  Agreement and then only if they are
subsequently  registered in accordance with the provisions of the Securities Act
and applicable state securities laws or registration under the Securities Act or
any applicable state securities laws is not required.

         11.7 No Registration.  Such Member  understands that the Company is not
obligated to register the  Membership  Interests for resale under the Securities
Act or any  applicable  state  securities  laws  and  that  the  Company  is not
obligated to supply such Member with information or assistance in complying with
any exemption under the Securities Act or any applicable  state securities laws.
Upon the request of the  Company,  such Member will  provide the Company with an
opinion of counsel  satisfactory  to the Company  that a proposed  resale of the
Membership  Interests  complies with the Securities Act or any applicable  state
securities laws.

                                   ARTICLE 12
                                  MISCELLANEOUS

         12.1 Dispute Resolution.

                  (a) The  parties  agree to meet and  confer  in good  faith to
resolve any  disputes  arising out of this  Agreement.  Any  disputes  which the
parties are unable to resolve in such manner shall be determined in  arbitration
to be held under the rules of the American  Arbitration  Association ("AAA"), or
of  the  Center  for  Public  Resources  ("CFPR"),  Rules  for  Non-Administered
Arbitration  of Business  Disputes,  then in effect;  the  arbitration  shall be
before an  arbitrator  selected  by the  parties,  and shall be held in Chicago,
Illinois.  If the  parties  are unable to agree upon such an  arbitrator  within
thirty (30) days after a party has given written  notice of its desire to submit
the dispute, controversy or question for decision, then a party hereto may apply
to the AAA or the CFPR for the appointment of an arbitrator;  or, if the AAA and
CFPR are not

                                      -23-
<PAGE>

then in  existence,  or do not desire to act in the  matter,  each  party  shall
appoint  a party  arbitrator,  of its  choice,  and  the  party  arbitrators  so
appointed shall select a neutral arbitrator;  the panel of arbitrators then will
hear and determine the matter by majority vote.

                  (b)  Each  party is  responsible  for its own  legal  fees and
costs, but the compensation of the neutral arbitrator(s),  and any fees or costs
associated  with  the  arbitration  proceeding,  will be  borne  equally  by the
parties.

                  (c)  Arbitration   will  be  the  exclusive   remedy  for  the
settlement of disputes  under this  Agreement.  Civil  discovery for use in such
arbitration  may be conducted in accordance with the provisions of Delaware law,
and the  arbitrator(s)  selected  shall  have the power to enforce  the  rights,
remedies,  duties, liabilities and obligations of discovery by the imposition of
the same terms, conditions and penalties as can be imposed in like circumstances
in a civil action by a court of competent jurisdiction of the State of Delaware.
The  provisions of Delaware law concerning the right to discovery and the use of
depositions  in  arbitration  are  incorporated  herein  by  reference  and made
applicable to this Agreement.

                  (d) The  arbitrators  shall  have the power to grant all legal
and  equitable  remedies and award  compensatory  damages  except that  punitive
damages shall not be awarded.  The  arbitrators  shall  prepare in writing,  and
provide  to the  parties,  an award  including  factual  findings  and the legal
reasons on which the award is based. The arbitrators shall not have the power to
commit errors of law or legal reasoning.

                  (e)  Notwithstanding  the  above,  in the event  either  party
wishes to obtain injunctive  relief or a temporary  restraining order to enforce
rights  under this  Section  12.1,  such party may  initiate  an action for such
relief  in a court of  competent  jurisdiction  in the  State of  Delaware.  The
decision  of the  court  with  respect  to the  requested  injunctive  relief of
temporary  restraining  order shall be subject to appeal only as allowed by law.
However, the courts in the injunctive proceeding shall not have the authority to
review or grant any request or demand for damages.

         12.2  Complete  Agreement.   This  Agreement  and  the  Certificate  of
Formation, as amended, and (any other agreements contemplated herein) constitute
the complete and exclusive statement of agreement among the Members with respect
to the subject  matter  herein and therein and replace and  supersede  all prior
written and oral agreements among the Members.  To the extent that any provision
of the  Certificate of Formation  conflict with any provision of this Agreement,
the Certificate of Formation, as amended, shall control.

         12.3  Binding  Effect.  Subject  to the  provisions  of this  Agreement
relating to  transferability,  this  Agreement will be binding upon and inure to
the benefit of the Members, and their respective successors and assigns.

         12.4  Parties in  Interest.  Except as  expressly  provided in the Act,
nothing in this Agreement shall confer any rights or remedies under or by reason
of this  Agreement  on any Persons  other than the Members and their  respective
successors and assigns nor shall anything in this Agreement relieve or discharge
the obligation or liability of any third person to any party to

                                      -24-
<PAGE>

this  Agreement,  nor shall any  provision  give any third  person  any right of
subrogation or action over or against any party to this Agreement.

         12.5 Pronouns;  Statutory  References.  All pronouns and all variations
thereof shall be deemed to refer to the masculine, feminine, or neuter, singular
or plural,  as the context in which they are used may require.  Any reference to
the Code, the  Regulations,  the Act, or other statutes or laws will include all
amendments,   modifications,  or  replacements  of  the  specific  sections  and
provisions concerned.

         12.6  Interpretation.  In the  event  any  claim is made by any  Member
relating  to  any  conflict,   omission  or  ambiguity  in  this  Agreement,  no
presumption  or burden of proof or persuasion  shall be implied by virtue of the
fact that this  Agreement  was  prepared  by or at the  request of a  particular
Member or by such Member's counsel.

         12.7  Jurisdiction.  Each Member hereby consents and acknowledges  that
this  Agreement  is  executed  and  intended  to be  performed  in the  State of
Delaware, and the laws of that state shall govern its interpretation and effect.
Notwithstanding  the foregoing and subject to Section 12.1, any disputes between
or among the then Members concerning  enforcement of the terms of this Agreement
shall be subject to the jurisdiction of the courts of the city of Chicago in the
State of Illinois.

         12.8  Exhibits.  All Exhibits and Schedules  attached to this Agreement
are incorporated and shall be treated as if set forth herein.

         12.9   Severability.   If  any  provision  of  this  Agreement  or  the
application  of such  provision  to any  person  or  circumstance  shall be held
invalid, the remainder of this Agreement or the application of such provision to
persons or circumstances  other than those to which it is held invalid shall not
be affected thereby.

         12.10 Additional  Documents and Acts. Each Member agrees to execute and
deliver such additional documents and instruments and to perform such additional
acts as may be necessary or appropriate to effectuate, carry out and perform all
of the terms, provisions,  and conditions of this Agreement and the transactions
contemplated hereby.

         12.11 Notices.  Any notice to be given or to be served upon the Company
or any party hereto in  connection  with this  Agreement  must be in writing and
sent by  either  certified  mail,  return  receipt  requested  or by  nationally
recognized  overnight courier service requiring a signed receipt on delivery and
will be deemed to have been given and  received  when  delivered  to the address
specified  by the party to receive the notice.  Such  notices will be given to a
Member at the address  specified in Exhibit A hereto. A copy of any notices sent
to the Company shall also be sent to each Member.  Any party may, at any time by
giving five (5) days prior written  notice to the other  parties,  designate any
other address in substitution of the foregoing address to which such notice will
be given.

         12.12 Amendments.  All amendments to this Agreement and the Certificate
of Formation, as amended, must be in writing and signed by all the Members.

                                      -25-
<PAGE>

         12.13 Multiple  Counterparts.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
shall constitute one and the same instrument.

         12.14 Expenses.  Subject to Section  4.2(i),  the Company shall pay all
reasonable  formation costs and expenses and  professional  fees associated with
the negotiation and preparation of this Agreement.

         12.15 Attorney Fees. In the event that any dispute  between the Company
and the Members or among the Members should result in litigation or arbitration,
the prevailing party in such dispute shall be entitled to recover from the other
party all  reasonable  fees,  costs and expenses of  enforcing  any right of the
prevailing party,  including without limitation,  reasonable attorneys' fees and
expenses,  all of which shall be deemed to have accrued upon the commencement of
such  action  and shall be paid  whether  or not such  action is  prosecuted  to
judgment.  Any judgment or order entered in such action shall contain a specific
provision  providing  for the  recovery of attorney  fees and costs  incurred in
enforcing such judgment.  For the purposes of this Section:  (i) "attorney fees"
shall  include,  without  limitation,   fees  incurred  in  the  following:  (a)
postjudgment  motions;  (b) contempt  proceedings;  (c)  garnishment,  levy, and
debtor  and  third  party  examinations;   (d)  discovery;  and  (e)  bankruptcy
litigation;  and (ii) "prevailing  party" shall mean the party who is determined
in the  proceeding to have  prevailed or who prevails by  dismissal,  default or
otherwise.

         12.16  Counsel  to the  Company.  Counsel  to the  Company  may also be
counsel to a Member or its Affiliates.  The Members may execute on behalf of the
Company and the Members any consent to the  representation  of the Company  that
counsel may request pursuant to the applicable Rules of Professional  Conduct or
similar rules in any jurisdiction ("Rules").  The Company has initially selected
Morrison  &  Foerster  LLP and  Winick  &  Rich,  P.C.  (collectively,  "Company
Counsel")  as  legal  counsel  to the  Company.  The  Company  and  each  Member
acknowledges  that when  acting as Company  Counsel,  Company  Counsel  does not
represent  any Member in its  capacity as a Member in the absence of a clear and
explicit  agreement to such effect  between the Member and Company  Counsel (and
then only to the extent  specifically set forth in such agreement),  and that in
the absence of any such  agreement  counsel to the  Company  shall owe no duties
directly to a Member. Notwithstanding the foregoing, the Members and the Company
acknowledge  that  Counsel  to the  Company  may have acted as counsel to one or
another of the Members in  connection  with the  formation of the Company and on
related and unrelated  matters and may continue to provide  legal  services to a
Member in the future.  The Members further  acknowledge  that: IHMC has retained
Winick & Rich,  P.C. to represent its interests in connection with the formation
of the Company and on related and unrelated matters and that Winick & Rich, P.C.
may continue to provide legal  services to IHMC in the future;  LifeMasters  has
retained  Morrison & Foerster LLP to represent its interests in connection  with
the  formation  of the  Company and on related  and  unrelated  matters and that
Morrison & Foerster LLP may continue to provide legal services to LifeMasters in
the future.  By executing  this  Agreement,  the Members  hereby  consent to the
representation of LifeMasters by Morrison & Foerster LLP and the  representation
of IHMC by Winick & Rich, P.C. By executing this Agreement,  each Member further
agrees that in the event any dispute or controversy arises between any Member or
the  Company  on one hand,  and a Member  or any  affiliate  of a Member

                                      -26-
<PAGE>

that a Company Counsel  represents,  on the other hand, then Morrison & Foerster
LLP can represent LifeMasters and/or the Company and Winick & Rich can represent
IHMC  and/or the  Company  in any such  dispute  or  controversy  (to the extent
permitted by the Rules), and each Member hereby consents to such  representation
of the Company and/or the other Member.

         12.17  Remedies  Cumulative.  The  remedies  under this  Agreement  are
cumulative  and shall not exclude any other  remedies to which any person may be
lawfully entitled.

         12.18 Confidentiality.  Unless agreed to by the Members in writing, the
details of the  relationship  contemplated by this Agreement and any information
or documents  exchanged  between the parties pursuant to this Agreement shall be
and remain confidential (collectively "Confidential Information"), and shall not
be disclosed to any third party, other than the Members' attorneys,  accountants
and other advisers  employed in conjunction  with the discussion and development
of  definitive  agreements.  Confidential  Information  shall not  include:  (a)
information  that,  at the time of  disclosure,  is in the  public  domain;  (b)
information  that,  after  disclosure to another party from a source that has no
duty of  nondisclosure,  is published  or  otherwise  becomes part of the public
domain through no fault of the party to whom such information has been disclosed
in  connection  herewith;  (c)  information  that was properly in the  receiving
party's possession, or the possession of an Affiliate, at the time of disclosure
in connection  with this Agreement;  (d)  information  that may be received by a
party in good faith from a source other than a disclosing party hereunder, which
source  either  has no duty of  nondisclosure  to such  other  party or, if such
source does have a duty of nondisclosure,  the receiving party was unaware of or
had no  reasonable  basis for knowing;  (e)  information  that is  independently
developed by a Member without use of any  Confidential  Information of the other
Member;  (f) information that is widely or publicly available from a source that
has no duty of  nondisclosure  and  through  no fault of the  party to whom such
information has been disclosed in connection herewith;  and (g) information that
a party has the  specific  right to use or  disclose  under  any  other  written
agreement  between or among the  Members.  Notwithstanding  the  foregoing,  and
subject to Section 12.19,  the Members may disclose the existence of the Company
and their  position as Members to third  parties as  necessary  to carry out the
purposes of the Company. This Section 12.18 will survive the termination of this
Agreement.

         12.19  Publicity.  The Members and their  Affiliates shall not make any
public announcements  regarding this Agreement or their relationship unless both
Members have agreed in writing to such announcement.  The parties agree that the
initial public  announcement of their  relationship  shall be through a mutually
agreed upon joint release.  It is anticipated that other notable events, such as
entering Client Contracts, will also be publicized as mutually agreed.

                       [REMAINDER OF THE PAGE LEFT BLANK]

                                      -27-
<PAGE>

                                 SIGNATURE PAGE
                                     OF THE
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                HEARTMASTERS, LLC

         IN WITNESS WHEREOF, all of the Members of HeartMasters, LLC, a Delaware
limited  liability  company,  have executed this Agreement,  effective as of the
date written above.

                                        MEMBERS:

                                        LIFEMASTERS SUPPORTED SELFCARE, INC.,
                                        a California corporation

                                        By: /s/ Cedric J. Vanzura
                                           ------------------------------------
                                               Cedric J. Vanzura, President


                                        By: /s/ Nyoka L. Criner
                                           ------------------------------------
                                             Nyoka L. Criner, CFO


                                        INTERACTIVE HEART MANAGEMENT CORP.,
                                        a Delaware corporation

                                        By: /s/ Michael W. Cox
                                           ------------------------------------
                                             Michael W. Cox, President & CEO


                                        By: Debra Fenton
                                        Title: Controller

                                      -28-
<PAGE>

                                    Exhibit A

                               Member Information
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                 Initial             Percentage
Member's Name                  Member's Address                              Capital Account          Interest
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                               <C>                      <C>
LifeMasters Supported         LifeMasters Supported SelfCare, Inc.               $60,000                  50%
SelfCare, Inc.                401 Marina Blvd. Ste. #
                              South San Francisco, CA 04080
                              Attn:    Roger DeLusignan
                              phone    (650)  829-5252
                              fax:     (650)  873-6050

                              Copies to:
                              ---------
                              Morrison & Foerster LLP
                              755 Page Mill Road
                              Palo Alto, CA 94304
                              Attn:   Suzanne Graeser, Esq.
                              phone    (650)  813-5600
                              fax:     (650)  494-0792
---------------------------------------------------------------------------------------------------------------------
Interactive Heart             Interactive Heart Management Corp.                 $60,000                  50%
Management Corp.              100 Metro Park
                              South Laurence Harbor, NJ  08878
                              Attn:    Michael Cox
                              phone:   (732)  566-2666
                              fax:     (732)  566-0912

                              Copies to:
                              ---------
                              Abraham Y. Skoff
                              Wirick & Rich, P.C.
                              Continental Plaza III
                              433 Hackensack Avenue
                              Hackensack, NJ  07601
                              phone:   (201)  487-0600
                              fax:     (201)  487-7606
---------------------------------------------------------------------------------------------------------------------
                                                                                 $120,000                100%
                                                                                 ========                ====
</TABLE>
                                      A-1
<PAGE>

                                    Exhibit B

                                   DEFINITIONS

         When used in the limited  liability  company  agreement,  the following
terms shall have the meanings set forth below (section, subsection and paragraph
references are to sections,  subsections and paragraphs in the limited liability
company agreement.):

         "Adjusted  Capital  Account  Deficit"  shall mean,  with respect to any
Member, the deficit balance,  if any, in such Member's Capital Account as of the
end of any  relevant  fiscal  year and  after  giving  effect  to the  following
adjustments: (i) credit to such Capital Account any amounts which such Member is
obligated or treated as obligated to restore with respect to any deficit balance
in such Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c) of the Treasury
Regulations, or is deemed to be obligated to restore with respect to any deficit
balance  pursuant to the  penultimate  sentences of Sections  1.704-2(g)(1)  and
1.704-2(i)(5)  of the  Treasury  Regulations;  and (ii)  debit  to such  Capital
Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4),  (5) and (6) of
the Treasury  Regulations.  The foregoing definition of Adjusted Capital Account
Deficit is intended to comply with the  requirements  of the alternate  test for
economic  effect  contained  in  Section  1.704-1(b)(2)(ii)(d)  of the  Treasury
Regulations and shall be interpreted consistently therewith.

         "Affiliate" shall mean any Person or entity controlled by, controlling,
or under common control with a Member.

         "Agreement"  shall mean this limited liability  company  agreement,  as
originally executed and as amended from time to time.

         "Annual  Budget"  shall  mean the  Company's  annual  operating  budget
prepared and approved by the Members pursuant to Section 8.7.

         "Bankruptcy"  shall mean (i) the filing of an  application  by a Member
for, or such Member's  consent to, the  appointment of a trustee,  receiver,  or
custodian of his, her or its other assets; (ii) the entry of an order for relief
with respect to a Member in proceedings under the United States Bankruptcy Code,
as amended or  superseded  from time to time;  (iii) the making by a Member of a
general  assignment  for the benefit of  creditors;  (iv) the entry of an order,
judgment, or decree by any court of competent jurisdiction appointing a trustee,
receiver,  or custodian of the assets of a Member unless the proceedings and the
person  appointed are dismissed within ninety (90) days; or (v) the failure by a
Member  generally to pay such Member's  debts as the debts become due within the
meaning of Section 303(h)(1) of the United States Bankruptcy Code, as determined
by the Bankruptcy Court, or the admission in writing of such Member's  inability
to pay his, her or its debts as they become due.

         "CAD" shall mean coronary artery disease.

         "Capital Account" shall mean the individual capital account established
by the Company on behalf of each  Member.  Each such  Member's  Capital  Account
shall be increased by (1) the amount of money  contributed by it to the Company,
(2) the fair  market  value  of the  property,  as

                                      B-1
<PAGE>

determined by the Members,  contributed by it to the Company (net of liabilities
securing such  contributed  property that the Company is considered to assume or
take  subject to under  Code  Section  752),  and (3)  allocations  to it of Net
Profits  and other items of book income and gain,  and is  decreased  by (4) the
amount of money distributed from it by the Company, (5) the fair market value of
property,  as determined by the Members (as determined below) distributed by the
Company to the Member (net of  liabilities  securing such  distributed  property
that the Member is  considered  to assume or take  subject to under Code Section
752) and (6)  allocations  to it of Net Losses and other  items of book loss and
deduction, and is otherwise adjusted in accordance with the additional rules set
forth in Treasury Regulations Section 1.704-1(b)(2)(iv). It is the intent of the
Company that the Capital Accounts of all Members be determined and maintained in
accordance with the principles of Treasury Regulations Section 1.704-1(b)(2)(iv)
at all times throughout the full term of the Company.  Accordingly,  the Members
are authorized to make any other adjustments to the Capital Accounts so that the
Capital  Accounts  and  allocations  thereto  comply  with said  Section  of the
Treasury Regulations.

         "Capital  Contribution"  shall  mean the  total  value of cash and fair
market value of property  (including  promissory  notes or other  obligation  to
contribute  cash or  property)  contributed  and/or  services  rendered or to be
rendered to the Company by Members.

         "Change in Control" shall have the meaning set forth in Section 6.1.

         "CHF" shall mean congestive heart failure.

         "Client(s)"  shall mean the  managed  care  organizations  for whom the
Company shall provide Services pursuant to Client Contracts.

         "Client  Contract(s)"  shall mean  contract(s)  with clients to provide
eligible patients of the clients with CHF, CAD,  diabetes,  chronic  obstructive
pulmonary disease, and asthma disease management services.

         "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time.

         "Company"  shall mean the  limited  liability  company  formed upon the
filing  of the  Certificate  of  Formation  pursuant  to  Recital A and which is
governed by this Agreement.

         "Company  Minimum  Gain"  shall have the  meaning  set forth in Section
1.704-2(b)(2) of the Treasury Regulations.

         "Depreciation" shall mean, with respect to any asset of the Company for
any Fiscal Year or other period, the depreciation, depletion or amortization, as
the case may be, allowed or allowable for federal income tax purposes in respect
of such asset for such fiscal year or other period;  provided,  however, that if
there is a  difference  between the Gross Asset Value and the adjusted tax basis
of  such  asset,  Depreciation  shall  mean  "book  depreciation,  depletion  or
amortization"  as  determined  under  Section   1.704-1(b)(2)(iv)(g)(3)  of  the
Treasury Regulations.

                                      B-2
<PAGE>

         "Dissociation  Event"  shall mean with respect to any Member the death,
Bankruptcy,  dissolution,   incapacity,  withdrawal,  resignation,   retirement,
expulsion  or  occurrence  of any other event  which  terminates  the  continued
membership of such Member.

         "Distributable  Cash" shall mean cash and other cash equivalents of the
Company as of April 1 of each  calendar  year,  less the amount of any  required
reserves (the "Required  Reserves") as determined and  unanimously  agreed to by
the Members.  In determining the amount of Required Reserves,  the Members shall
reasonably take into account the amount  necessary to: (i) maintain a reasonably
prudent  debt-to-equity  ratio; (ii) fund expected capital expenditures required
in the Annual Budget;  (iii) restore prior period losses,  (iv) fund  contingent
liabilities,  including payment of fees on License  Agreements;  and (v) provide
such additional reserves as the Members determine are necessary.

         "Economic  Interest" shall mean the right to receive  distributions  of
the Company's assets and allocations of income,  gain, loss,  deduction,  credit
and similar items from the Company  pursuant to this  Agreement and the Act, but
shall not include any other rights of a Member,  including,  without limitation,
the right to vote or participate in the management of the Company,  or any right
to information concerning the business and affairs of the Company.

         "Fiscal Year" shall mean the Company's  fiscal year, which shall be the
calendar year.

         "Formation Date" shall mean December 6, 1999.

         "Gross  Asset  Value"  shall  mean,  with  respect  to any asset of the
Company, such asset's adjusted basis for federal income tax purposes,  except as
follows:

                  (i) The  Gross  Asset  Value of any asset  contributed  to the
Company  by a Member  shall be the  gross  fair  market  value of such  asset as
determined by the Members.

                  (ii) If the Members  reasonably  determines that an adjustment
is necessary or  appropriate to reflect the relative  economic  interests of the
Members in the Company,  the Gross Asset  Values of all Company  assets shall be
adjusted  to equal their  respective  gross fair market  values,  as  reasonably
determined by the Members, as of the following times: (a) a capital contribution
(other  than a de  minimis  capital  contribution)  to the  Company  by a new or
existing Member;  (b) the distribution by the Company to a Member of more than a
de  minimis  amount of  Company  property;  and (c) at such  other  times as the
Members  shall  reasonably  determine  necessary or advisable in order to comply
with Treasury Regulations Sections 1.704-1(b) and 1.704-2.

                  (iii) The Gross Asset Values of Company assets  distributed to
any Member shall be the gross fair market values of such assets (taking  Section
7701(g) of the Code into account) as determined by the Members.

                  (iv)  The  Gross  Asset  Values  of  Company  assets  shall be
increased (or  decreased) to reflect any  adjustments  to the adjusted  basis of
such assets  pursuant to Section  734(b) or 743(b) of the Code,  but only to the
extent  that such  adjustments  are taken into  account in  determining  Capital
Accounts pursuant to Section  1.704-1(b)(2)(iv)(m)  of the

                                      B-3
<PAGE>

Treasury  Regulations;  provided,  however, that Gross Asset Values shall not be
adjusted  pursuant to this  paragraph to the extent that the Members  reasonably
determines  that an adjustment  pursuant to paragraph (ii) above is necessary or
appropriate in connection with a transaction  that would otherwise  result in an
adjustment pursuant to this paragraph (iv).

         "Guaranteed  Excess Savings" shall mean the savings  guaranteed for use
of  HeartMasters  Services  by the  Company  to a  Client  pursuant  to a Client
Contract.

         "HeartMasters  Services"  shall  mean  the  IHMC  Services  and  the LM
Services  as defined  herein.  "IHMC  Services"  shall mean  services  of IHMC's
On-Line Health  Management  System,  including the STRx systems,  provided under
license from IHMC, for use of or on behalf of the Company's  Clients,  for a fee
determined on a Client by Client basis in accordance  with the Client  Contract.
"LM  Services"  shall  mean the  LifeMasters(R)  Supported  SelfCareSM  services
provided  under  license  from  LM,  for use of or on  behalf  of the  Company's
Clients, for a fee determined on a Client by Client basis in accordance with the
Client Contract.

         "HM Names" shall have the meaning set forth in Section 2.5.

         "Initial Capital  Contribution" shall mean the capital  contribution of
each member made in accordance with Section 2.1.

         "License  Agreements"  shall mean the  "LifeMasters  Agreement" and the
"IHMC Agreement" all as defined in Section 3.10.

         "Mark" shall have meaning set forth in Section 3.13.

         "Measurement  Year"  shall mean a twelve (12) month  period  during the
term of any Client Contract beginning on the original commencement date when the
Guaranteed  Excess  Savings  begins  to be  measured  under  a  Client  Contract
("Commencement  Date") or any anniversary of a Commencement  Date under a Client
Contract.

         "Member"  shall mean any Person who has been admitted to the Company as
a Member in accordance with the terms of this Agreement and at time of reference
of this Agreement has not become the subject of a  Dissociation  Event or ceased
to be a  Member  for  any  other  reason.  The  initial  Members  are  IHMC  and
LifeMasters.

         "Member Default" shall have the meaning set forth in Section 9.3.

         "Member  Nonrecourse  Debt" shall mean  "partner  nonrecourse  debt" in
Treasury Regulations Section 1.704-2(b)(4).

         "Member  Nonrecourse  Deductions"  shall have the  meaning set forth in
Section 1.704-2(i)(2) of the Treasury Regulations.

         "Minimum  Gain  Attributable  to Member  Nonrecourse  Debt"  shall mean
"partner  nonrecourse  debt  minimum  gain" as  determined  in  accordance  with
Treasury Regulations Section 1.704-2(i)(2).

                                      B-4
<PAGE>

         "Membership  Interest"  shall mean a Member's  entire  interest  in the
Company  including  the  Member's  right  to  distributions  of Net  Cash  Flow,
allocations  of Net Profits and Losses,  the right to vote on or  participate in
the management, and the right to receive information concerning the business and
affairs, of the Company.

         "Net  Profits"  and "Net  Losses"  shall mean,  for each Fiscal Year or
other period,  an amount equal to the Company's  taxable income or loss for such
year or period,  determined  in  accordance  with Code Section  703(a) (for this
purpose,  all items of income,  gain,  loss or  deduction  required to be stated
separately  pursuant  to Code  Section  703(a)(1)  shall be  included in taxable
income or loss), with the following  adjustments:  (i) any income of the Company
that is exempt from federal  income tax and not otherwise  taken into account in
computing  Net Profits or Net Losses  shall be added to such  taxable  income or
loss;  (ii)  any   expenditures  of  the  Company   described  in  Code  Section
705(a)(2)(B) or treated as Code Section  705(a)(2)(B)  expenditures  pursuant to
Treasury Regulation Section  1.704-1(b)(2)(iv)(i)  shall be subtracted from such
taxable income or loss;  (iii) gain or loss resulting from any  disposition of a
property with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Gross Asset Value of the property
disposed  of,  notwithstanding  that the  adjusted  tax  basis of such  property
differs  from  its  Gross  Asset  Value;  (iv)  in  lieu  of  the  depreciation,
amortization and other cost recovery  deductions taken into account in computing
such taxable income or loss, the Company shall compute such deductions  based on
the  Depreciation  of a  property;  (v) if the Gross  Asset Value of an asset is
adjusted, then the amount of such adjustment shall be treated as an item of gain
or loss and included in the computation of Net Profits and Net Losses;  and (vi)
insurance expense of the Company specially allocated pursuant to Section 4.7 and
Company items  specially  allocated  pursuant to Sections  5.2(a) through 5.2(g)
shall not be included in the computation of Net Profits and Net Losses.

         "Percentage Interest" shall mean the proportionate interest of a Member
in the Company as set forth on Exhibit A.

         "Person"  shall  mean  an  individual,  general  partnership,   limited
partnership,  limited liability company, corporation, trust, estate, real estate
investment trust association or any other association or business entity.

         "Regulations"  shall,  unless the context clearly indicates  otherwise,
mean the  regulations  currently in force as final or  temporary  that have been
issued by the U.S.  Department of Treasury  pursuant to its authority  under the
Code.

         "Secretary of State" shall mean the Secretary of State for the state of
Delaware and its delegates responsible for the administration of the Act.

         "Substitute  Member"  means any  Person  admitted  to the  Company as a
Member pursuant to Section 6.2.

         "Tax Matters  Partner"  shall be IHMC or her  successor  as  designated
pursuant to Section 8.9.

                                      B-5
<PAGE>

                                    EXBIBIT C

                             ASSIGNMENT OF TRADEMARK



                                      C-1
<PAGE>

                                    EXBIBIT D

          LIFEMASTERS TRADEMARK AND DATA LICENSE AND SERVICES AGREEMENT


                                      D-1
<PAGE>

                                    EXBIBIT E

             IHMC TRADEMARK AND DATA LICENSE AND SERVICES AGREEMENT


                                      E-1
<PAGE>

                                    EXHIBIT F

                      AMENDMENT OF CERTIFICATE OF FORMATION


                                      F-1