EXHIBIT 10.01

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                               OPERATING AGREEMENT

                              dated October 1, 1998
                                      among
                                 BEJAN AMINIFARD
                                 Managing Member
                                       and

                                MOHSEN AMINIFARD
                                   DEREK WALL

                                     Members

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                               OPERATING AGREEMENT

                                       OF

                                  TECHSTORE LLC

                  AGREEMENT, made October 1, 1998, among BEJAN AMINIFARD, having
an address  at 14  COMMERCIAL  BLVD.,  SUITE 127,  NOVATO,  CA 94949  ("Managing
Member"), and MOHSEN AMINIFARD,  having an address at 14 COMMERCIAL BLVD., SUITE
127, NOVATO, CA 94949, and DEREK WALL, having an address at 14 COMMERCIAL BLVD.,
SUITE 127, NOVATO, CA 94949 (collectively hereinafter referred to as "Members").



                              W I T N E S S E T H :

                  WHEREAS, the parties hereto desire to form a limited liability
company  pursuant  to the  laws of the  State  of  California  for the  purposes
hereinafter set forth, and to establish their respective  rights and obligations
in Connection with the limited liability Company;

                  NOW,  THEREFORE,  in consideration of the mutual covenants set
forth  herein and other  valuable  consideration,  the receipt  and  sufficiency
hereby are acknowledged, the Managing Member and Members agree as follows:

                                  1. FORMATION

                  The  parties  hereby  confirm  that they have formed a limited
liability company (the "Limited  Liability  Company") pursuant to the provisions
of the California Beverly-Killea Limited Liability Company Act, for the purposes
and the  period and upon the terms and  conditions  hereinafter  set forth.  The
parties  have  caused to be filed the  Articles Of  Organization  of the Limited
Liability Company, and shall execute,  acknowledge,  swear to and file any other
documents required under applicable law.


                                     2. NAME

                  The name of the Limited  Liability  Company shall be TECHSTORE
LLC, and all business of the Limited  Liability Company shall be conducted under
said name, or such other name as the Members from time to time may determine.

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                                   3. PURPOSES

                  The purposes of the Limited Liability Company are to engage in
any lawful activity; and to incur indebtedness,  secured and unsecured; to enter
into  and  perform  contracts  and  agreements  of any  kind  necessary  to,  in
connection with or incidental to the business of the Limited Liability  Company;
and to carry  on any  other  activities  necessary  to,  in  connection  with or
incidental to the foregoing,  as the Managing  Member in his discretion may deem
desirable.


                              4. PLACE OF BUSINESS

                  The principal  place of business and  specified  office of the
Limited  Liability Company at which the records required to be maintained by the
Limited Liability Company under the California  Beverly-Killea Limited Liability
Company Act are to be kept shall be at 14 COMMERCIAL  BLVD.,  SUITE 127, NOVATO,
CA 94949, or at such other or additional places of business within or outside of
the State of California as the Managing  Member from time to time may designate.
The  Managing  Member  shall  notify  the  other  Members  of any  change of the
principal place of business and specified office.

                  The  Limited   Liability   Company  hereby   designates  BEJAN
AMINIFARD,  whose post office  address is 1525 INDIAN  VALLEY ROAD,  NOVATO,  CA
94947, as the Registered Agent of the Limited  Liability  Company for service or
process.  The registered office and Registered Agent may be changed from time to
time by the Managing Member by filing the prescribed  forms with the appropriate
governmental authorities.


                                     5. TERM

                  The term of the Limited  Liability  Company shall  commence on
the filing the Articles Of Organization of the Limited  Liability  Company,  and
shall  continue  until the  occurrence of an event  hereinafter  set forth which
causes the termination of the Limited Liability Company.


                            6. CAPITAL CONTRIBUTIONS

                  Except as specifically  provided in this Agreement or required
by law, no Member  shall have the right to withdraw or reduce his  contributions
to the capital of the Limited  Liability  Company until the  termination  of the
Limited Liability Company.  No Member shall have the right to demand and receive
any distribution from the Limited Liability Company in any form other than cash,
regardless of the nature of such Member's capital contribution.  No Member shall
be paid interest on capital contributions to the Limited Liability Company.

                  The liability of any Member for the losses, debts, liabilities
and obligations of the Limited Liability Company shall be limited to paying: the
capital contribution of such Member when due under this Agreement; such Member's
share of any undistributed assets of the Limited Liability Company; and (only if
and to the extent at any time required by applicable law) any amounts previously
distributed to such Member by the Limited Liability Company.

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                         7. LOAN AND ADVANCES BY MEMBERS

                  If any Member  shall loan or advance any fluids to the Limited
Liability  Company  in  excess  of  the  capital  contribution  of  such  Member
prescribed  herein,  such  loan  or  advance  shall  not  be  deemed  a  capital
contribution  to the  Limited  Liability  Company  and shall not in any  respect
increase such Member's interest in the Limited Liability Company.


                        8. ALLOCATIONS AND DISTRIBUTIONS

                  As used in this  Agreement,  the terms "net  profits" and "net
losses" shall mean the profits or losses of the Limited  Liability  Company from
the conduct of the Limited  Liability  Company's  business,  after all  expenses
incurred in connection therewith have been paid or provided for. The net profits
or net  losses of the  Limited  Liability  Company  shall be  determined  by the
Limited Liability  Company's  accountants in accordance with generally  accepted
accounting  principles  applied  in  deterring  the  income,  gains,   expenses,
deductions  or losses,  as the case may be,  reported by the  Limited  Liability
Company for Federal income tax purposes.

                  The term "cash  receipts"  shall mean all cash receipts of the
Limited  Liability  Company from  whatever  source  derived,  including  without
limitation capital  contributions made by the Members; the proceeds of any sale,
exchange,  or other  disposition of all or any part of the assets of the Limited
Liability  Company;  the proceeds of any loan to the Limited Liability  Company;
the proceeds of any insurance policy payable to the Limited  Liability  Company;
and the proceeds  from the  liquidation  of the assets of the Limited  Liability
Company following a termination of the Limited Liability Company.

                  The  "capital  account" for each Member shall mean the account
established,  determined  and  maintained  for such  Member in  accordance  with
Section  7O4(b) of the Internal  Revenue Code and  Treasury  Regulation  Section
l.704-l(b)(2)(iv). The capital account for each Member shall be INCREASED BY (1)
the amount of money contributed by such Member to the Limited Liability Company,
(2) the fair market value of property  contributed by such Member to the Limited
Liability Company (net of liabilities secured by such contributed  property that
the Limited  Liability  Company is considered to assume or take subject to under
Section 752 of the Internal Revenue Code), and (3) allocations to such Member of
Limited Liability  Company income and gain (or items thereof),  including income
and gain exempt from tax and income and gain  described  in Trea.  Reg.  Section
1.704-1(b)(2)(iv)(g),  but  excluding  income and gain  described in  subsection
(b)(4)(i) of said Regulation,  and shall be DECREASED BY (4) the amount of money
distributed to such Member by the Limited Liability Company, (5) the fair market
value of property  distributed to such Member by the Limited  Liability  Company
(net of  liabilities  secured by such  distributed  property that such Member is
considered  to assume or take  subject  to under  Section  752 of the Code)~ (6)
allocations  to such Member of  expenditures  of the Limited  Liability  Company
described in Section  705(a)(2)(B)  of the Code, and (7)  allocations of Limited

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Liability  Company loss and  deduction  (Or items  thereof)  including  loss and
deduction  described in Trea. Reg. Section  1.704-(b,)(2)(iv)(g),  but excluding
items  described  in (6) above and loss or deduction  described  in  subsections
(b)(4)(i) or  (b)(4)(iii)  of said  Regulation Net profits and net losses of the
Limited Liability Company from other than capital transactions) as of the end of
any fiscal  year or other  period)  shall be  credited or charged to the capital
accounts of the Members prior to ally charge or credit to said capital  accounts
for net profits and net losses of the Limited  Liability  Company  from  capital
transactions  as of the end of such  fiscal  year or other  period.  The capital
account for each Member  shall be  otherwise  adjusted  in  accordance  with the
additional rules of Trea. Reg. Section l.7O4-l(b)(2)(iv).

                  The  term  "Members'  Percentage  Interests"  shall  mean  the
percentages set forth opposite the name of each Member below:

                       MANAGING MEMBER PERCENTAGE INTEREST

                          BEJAN AMINIFARD -- 70 percent

                        OTHER MEMBERS PERCENTAGE INTEREST

                         MOHSEN ARMINIFARD - 15 percent
                            DEREK WALL -- 15 percent

                  During each fiscal year, the net profits and net losses of the
Limited Liability Company (other than from capital transactions),  and each item
of  income,  gain,  loss)  deduction  or credit  entering  into the  computation
thereof,  shall be  credited  or  charged,  as the case may be,  to the  capital
accounts of each Member in proportion to the Members' Percentage Interests,  The
net profits of the Limited Liability Company from capital  transactions shall be
allocated in the following order of priority: (a) to offset any negative balance
in the  capital  accounts  of the  Members in  proportion  to the amounts of the
negative  balance  in their  respective  capital  accounts,  until all  negative
balances in the capital accounts have been  eliminated;  then (b) to the Members
in  proportion  to the  Members'  Percentage  Interests,  The net  losses of the
Limited  Liability Company from capital  transactions  shall be allocated in the
following order of priority:  (a) to the extent that the balances in the capital
accounts of any Members are in excess of their original  contributions,  to such
Members in proportion to such excess balances in the capital  accounts until all
such  excess  balances  have been  reduced to zero;  then (b) to the  Members in
proportion to the Members' Percentage Interests.

                  The cash  receipts of the Limited  Liability  Company shall be
applied in the  following  order of priority:  (a) to the payment by the Limited
Liability  Company  of  amounts  due on debts  and  liabilities  of the  Limited
Liability  Company  other than to any  Member,  and  operating  expenses  of the
Limited Liability  Company;  (b) to the payment of interest and amortization due
on any loan made to the  Limited  Liability  Company by any  Member;  (c) to the
establishment of cash reserves determined by the Managing Member to be necessary
or appropriate,  including without limitation  reserves for the operation of the
Limited Liability  Company's business,  taxes and contingencies;  and (d) to the

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repayment  of ally loans made to the  Limited  Liability  Company by any Member.
Thereafter,  the  cash  receipts  of the  Limited  Liability  Company  shall  be
distributed among the Members as hereafter provided.

                  The cash  receipts of the Limited  Liability  Company shall be
distributed  to the  Members  from  time to time at such  times as the  Managing
Member shall determine.  It is contemplated that  distributions  will be made if
the Managing Member deems such distributions to be prudent and feasible.

                  Except as otherwise  provided in this Agreement or required by
law, distributions of cash receipts of the Limited Liability Company, other than
from capital transactions, shall be allocated among the Members in proportion to
the Members' Percentage Interests.

                  Except as otherwise  provided in this Agreement or required by
law, distributions of cash receipts from capital transactions shall be allocated
in the  following  order of priority'  (a) to the Members in proportion to their
respective  capital  accounts until each Member has received cash  distributions
equal to any positive balance in his capital  accounts;  then (b) to the Members
in proportion to the Members' Percentage Interests.

                  SPECIAL   ALLOCATIONS   --   Notwithstanding   the   preceding
provisions of this Article 8 the following special  allocations shall be made in
the following order:

         (1) MINIMUM GAIN  CHARGEBACK  -. Except as otherwise  provided in Trea.
         Reg.  Section  1.704.2(f),  if there is a net  decrease in  partnership
         minimum gain (within the meaning of Trea. Reg.  Sections  1.704~2(b)(2)
         and 1.704-2(d))  during any fiscal year, each Member shall be allocated
         items of the  Limited  Liability  Company  5  income  and gain for such
         fiscal year (and, if necessary,  subsequent  fiscal years) in an amount
         equal to such Member's share of the net decrease in partnership minimum
         gain,  determined in accordance  with Trea.  Reg.  Section  1.704-2(g).
         Allocations  made pursuant to the preceding  sentence  shall be made in
         proportion to the respective  amounts  required to be allocated to each
         Member  pursuant  thereto.  The  items  to be  so  allocated  shall  be
         determined in accordance with Trea.  Reg.  Sections  1.704-2(f)(6)  and
         l.7O4-2(j)(2).  This  provision  is intended to comply with the minimum
         gain chargeback  requirement in Trea. Reg. Section 1.704-2(1) and shall
         be interpreted consistently therewith.

         (2) PARTNER MINIMUM GAIN CHARGEBACK -- Except as otherwise  provided in
         Treg. Reg. Section 1.704-2(i)(4), if there is a net decrease in partner
         nonrecourse  debt minimum gain  attributable  to a partner  nonrecourse
         debt during any fiscal year, each Member who has a share of the partner
         nonrecourse debt minimum gain attributable to such partner  nonrecourse
         debt,  determined in accordance with Treg. Reg. Section  l.704.2(i)(5),
         shall be allocated items of the Limited Liability  Company's income and
         gain for such fiscal year (and, if necessary,  subsequent fiscal years)
         in all  amount  equal to such  Member's  share of the net  decrease  in
         partner  nonrecourse  debt  minimum gain  attributable  to such partner
         nonrecourse  debt,  determined in accordance  with Treg.  Reg.  Section
         1.704-2(i)(4).  Allocations  made  pursuant to the  preceding  sentence
         shall be made in proportion to the  respective  amounts  required to be

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         allocated to each Member pursuant thereto. The items to be so allocated
         shall  be   determined   in  accordance   with  Trea.   Reg.   Sections
         1.704-2(i)(4) and 1.704-2U)(2).  As used herein,  "partner  nonrecourse
         debt" has the meaning set forth in Treg. Reg. Section 1.704-2(b)(4). As
         used herein,  "partner  nonrecourse  debt  minimum  gain" shall mean an
         amount,  with respect to each partner  nonrecourse  debt,  equal to the
         partnership  minimum  gain (within the meaning of Trea.  Reg.  Sections
         1.704-2(b)(2)  and  1.704-2(d))  that  would  result  if  such  partner
         nonrecourse  debt were treated as a nonrecourse  liability  (within the
         meaning of Trea. Reg. Section  1.704-2(i)(3))  determined in accordance
         with Trea. Reg.  Section  1.704-2(i)(3).  This provision is intended to
         comply with the  minimum  gain  chargeback  requirement  in Trea.  Reg.
         Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

         (3)  QUALIFIED  INCOME  OFFSET -- In the event any Member  unexpectedly
         receives any  adjustments,  allocations or  distributions  described in
         Trea.  Reg.  Sections  1.704-1(b(2)(ii)(4),  (5) or (6),  items  of the
         Limited Liability  Company's income and gain shall be allocated to such
         Member's  amount  and manner  sufficient  to  eliminate,  to the extent
         required by the  Regulations,  any adjusted  capital account deficit in
         such Member's capital account, as quietly as possible, provided that an
         allocation  pursuant to this provision shall be made only if and to the
         extent that such Member would have an adjusted  capital account deficit
         in such Member's capital account after all other  allocations  provided
         for in this Article 8 have been  tentatively  made as if this provision
         were not in this Agreement.  As used herein,  "adjusted capital account
         deficit" shall mean the deficit balance,  if any, in a Member's capital
         account at the end of the  relevant  fiscal  year  after the  following
         adjustments:  (i)  credit to such  capital  account  the  minimum  gain
         chargeback  which the Member is  obligated  to restore  pursuant to the
         penultimate   sentences  of  Trea.  Reg.  Sections   l.704-2(g)(l)  and
         1.704-2(i)(5);  and  (ii)  debit  to such  capital  account  the  items
         described in Trea. Reg. Sections  1.704-(b)(2)(ii)(d)(4),  (5) and (6).
         This  provision  is intended to  constitute a qualified  income  offset
         within the meaning of Trea. Reg. Section 1.704-1(b)(2)(ii)(d) and shall
         be interpreted consistently therewith.

         (4) GROSS  INCOME  ALLOCATION  -- In the event any Member has a deficit
         capital account at the end of any fiscal year which is in excess of the
         sum of the  amounts  such Member is deemed to be  obligated  to restore
         pursuant  to  the  penultimate   sentences  of  Trea.   Reg.   Sections
         1.704-2(g)(1)  and  1.704.2(i)(5),  each such Member shall be allocated
         items of the Limited Liability  Company's income and gain in the amount
         of such  excess as quickly as  possible,  provided  that an  allocation
         pursuant to this provision shall be made only if and to the extent that
         such Member would have a deficit in such  Member's  capital  account in
         excess of such sum after all  other  allocations  provided  for in this
         Article  8 have  been  tentatively  made as if this  provision  and the
         provisions of clause (3) above were not in this Agreement.

         (5)  NONRECOURSE  DEDUCTIONS  --  Nonrecourse  deductions  (within  the

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         meaning of Trea. Reg. Section  l.704-2(b)(1)) for any fiscal year shall
         be allocated among the Members in proportion to the Members' Percentage
         Interests.

         (6)  PARTNER   NONRECOURSE   DEDUCTIONS  --  Any  partner   nonrecourse
         deductions (within the meaning of Trea. Reg Sections  1.704-2(b)(1) and
         1.704-2(b)(2)) for any fiscal year shall be allocated to the Member who
         bears the economic risk of loss with respect to the partner nonrecourse
         debt (within the meaning of Trea. Reg. Section  l.704-2(b)(4)) to which
         such partner nonrecourse deductions are attributable in accordance with
         Trea. Reg. Section 1.702(i)(1).

         (7) OTHER  MANDATORY  ALLOCATIONS -- In the event Section 704(c) of the
         Internal Revenue Code or the Regulations thereunder require allocations
         in a manner  different than that set forth above in this Article 8, the
         provisions  of Section  704(c)  and the  regulations  thereunder  shall
         control such allocations among the Members.

                 It is  the  intention  of  the  Members  that  the  allocations
hereunder  shall be deemed to have  "substantial  economic  effect"  within  the
meaning of Section  704 of the  Internal  Revenue  Code and Trea.  Reg.  Section
1.704-1.  Should the  provisions of this  Agreement be  inconsistent  with or in
conflict  with  Section  704 of the  Code or the  Regulations  thereunder,  then
Section  704 of the Code and the  Regulations  shall be deemed to  override  the
contrary  provisions  hereof.  If  Section  704 or the  Regulations  at any time
require that limited liability company operating  agreements  contain provisions
which are not expressly set forth herein,  such provisions shall be incorporated
into this Agreement by reference and shall be deemed a part of this Agreement to
the same  extent as though they had been  expressly  set forth  herein,  and the
Managing  Member shal1 be  authorized  by an  instrument in writing to amend the
terms of this Agreement to add such provisions,  and any such amendment shall be
retroactive to whatever extent required to create allocations with a substantial
economic effect.


                        9. BOOKS, RECORDS AND TAX RETURNS

                  At all times during the  continuance of the Limited  Liability
Company,  the  Managing  Member  shall  keep or  cause to be kept  complete  and
accurate records and books of account in which shall be entered each transaction
of  the  Limited  Liability  Company  in  accordance  with  generally   accepted
accounting principles.

                  The fiscal  year of the  Limited  Liability  Company  for both
accounting  and income tax  purposes  shall be the  calendar  year.  The Limited
Liability  Company  shall  report its  operations,  net income and net losses in
accordance with the methods of accounting selected by the Managing Member.

                  The  Managing  Member  may  employ on  behalf  of the  Limited
Liability Company and at the expenses of the Limited Liability Company such firm
of certified  public  accountants as the Managing  Member in his sole discretion
deems appropriate to serve as the Limited Liability Company's accountants.

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                  The books of account  shall be  audited at the  expense of the
Limited  Liability  Company by certified public  accountants  promptly after the
close of each fiscal year.

                  The  Managing  Member  shall  furnish to each  Member,  within
seventy-five  days after the end of each fiscal  year,  an annual  report of the
Limited Liability Company  (certified by the certified public accountants of the
Limited  Liability  Company) which shall include a balance as of the end of such
fiscal year; a profit and loss  statement of the Limited  Liability  Company for
such  fiscal  year;  a statement  of the balance in the capital  account of such
Member; and the amount of such Member's share of the Limited Liability Company's
income, gain, losses, deductions and other relevant items for Federal income tax
purposes.

                  The Managing  Member shall prepare or cause to be prepared all
Federal,  State and local  income tax and  information  returns  for the Limited
Liability Company,  and shall cause such tax and information returns to be filed
timely with the appropriate governmental  authorities.  Within seventy-five days
after the end of each fiscal  year,  the Managing  Member shall  forward to each
person who was a Member  during  the  preceding  fiscal  year a true copy of the
Limited Liability  Company's  information return filed with the Internal Revenue
Service for the preceding  fiscal year. The Managing  Member shall not be liable
to any Member if any taxing  authority  disallows or adjusts any  deductions  or
credits in the Limited Liability Company's income tax or information returns.

                  All elections  required or permitted to be made by the Limited
Liability  Company under the Internal Revenue Code, and the designation of a tax
matters partner pursuant to Section 6231 (a)(7) of the Internal Revenue Code for
all purposes  permitted  or required by the Code,  shall be made by the Managing
Member.  The tax matters  partner  shall take such action as may be necessary to
cause each other Member to become a notice  member within the meaning of Section
6223 of the Code. The tax matters  partner may not take any action  contemplated
by Sections  6222  through  6232 of the Code without the consent of the Managing
Member.

                  All  such  record,  books  of  account,  tax  and  information
returns,  and reports and  statements,  together  with  executed  copies of this
Agreement,  shall at all times be maintained at the principal  place of business
of the  Limited  Liability  Company,  and  shall be open to the  inspection  and
exemption of the Members or their duly authorized representatives during regular
business hours. Each Member, or a duly authorized representative of such Member,
may make copies of the Limited Liability  Company's books of account and records
at the expense of such Member.  Any Member,  at the expense of such Member,  may
conduct  an audit of the  Limited  Liability  Company's  books  of  account  and
records.

                  The  Managing  Member shall  furnish to each Member,  promptly
upon  request a current  list of the names and  addresses of all of the Managing
Member and other Members of the Limited Liability Company, and any other persons
or entities having any financial interest in the Limited Liability Company.

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                  The cost of preparing  all of the  aforesaid  records,  books,
returns and other items shall be borne by the Limited  Liability  Company.  Upon
request of the Managing Member,  the Members shall pay to the Limited  Liability
Company,  in  proportion  to the  Members'  Percentage  Interests,  the  cost of
preparing same, not to exceed in the aggregate $2,000 for each fiscal year.


                                10. BANK ACCOUNTS

                  All funds of the Limited  Liability Company shall be deposited
in the  Limited  Liability  Company's  name in such bank  account or accounts as
shall be  designated  by the  Managing  Member.  Withdrawals  from any such bank
accounts  shall be made only in the  regular  course of  business of the Limited
Liability  Company and shall be made upon such  signature or  signatures  as the
Managing Member from time to time may designate.


                 11. MANAGEMENT OF THE LIMITED LIABILITY COMPANY

                  The  Members  hereby  designate  BEJAN  ARMINIFARD,  having an
address  at 14  COMMERCIAL,  BLVD.,  SUITE  127,  NOVATO,  CA  94949 to serve as
Managing Member for the Limited Liability Company.

                  The business and affairs of the Limited  Liability Company all
be conducted and managed by the Managing Member of the Limited Liability Company
in accordance with this Agreement and the laws of California.

                  At any  time  there  is more  than one  Managing  Member,  any
difference  arising as to any matter  within the  authority of Managing  Members
shall be decided by a majority in number of the Managing Members.

                  If at  any  time  the  Managing  Members  do not  own,  in the
aggregate, at least 20 percent of the Members' Percentage Interests,  all of the
Members  shall be Managing  Members  until such time as the  Members  duly elect
Managing  Members  who do own at least 20  percent  of the  Members'  Percentage
Interests.

                 The  Managing   Member  shall  have   responsibility   for  the
day-to-day  management  of the  business  and affairs of the  Limited  Liability
Company and shall devote such time and  attention  as the Managing  Member deems
necessary  to the  conduct and  management  of the  business  and affairs of the
Limited Liability Company.

                  The Managing  Member  hereby is given sole power and authority
to  execute  instruments  on  behalf of the  Limited  Liability  Company  and to
otherwise bind the Limited Liability Company,  Unless authorized by the Managing
Member, no other person shall have the power or authority to execute instruments
on behalf of the Limited  Liability  Company and to  otherwise  bind the Limited
Liability  Company.  No person,  firm or  corporation  dealing  with the Limited
Liability Company shall be required to investigate the authority of the Managing

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Member or to secure the approval of or consummation by the Members of any act of
the Managing  Member in  connection  with the business or affairs of the Limited
Liability Company.

                  No Member,  other than the Managing  Member or his  designees,
shall have the  authority,  or shall  take any  action as a Member,  to bind the
Limited Liability Company.

                  Except  as  provided  elsewhere  in  this  Agreement,   or  by
nonwaivable  provisions of applicable law, the Managing Member shall possess and
enjoy all  rights  and powers  necessary  or  appropriate  for the  conduct  and
management  of the  business  and affairs of the Limited  Liability  Company and
hereby is authorized to make all decisions  relating to the business and affairs
of the  Limited  Liability  Company.  The  Managing  Member  may make  decisions
relating to. the purchase, sale, exchange, lease, transfer, encumbrance or other
acquisition  or  disposition of any property) for cash,  other  property,  or on
terms; the borrowing of money and the obtaining of loans. secured and unsecured,
for the Limited  Liability  Company and in connection  therewith the issuance of
notes,  debentures  and other debt  securities  and the  securing of the same by
assigning for security purposes, pledging or hypothecating all or part of assets
of the Limited Liability Company; the expenditure of the capital and receipts of
the Limited  Liability  Company in  furtherance  of the  business of the Limited
Liability  Company;  the  purchase of  equipment,  supplies  and services as the
Managing  Member deems  appropriate;  the lending or advancing of money to third
parties in connection with the business of the Limited  Liability  Company;  the
investment of funds of the Limited  Liability Company in  interest-bearing  bank
deposits)  governmental  obligations,  institutional and insured short-term debt
securities and short-term  commercial paper, pending disbursement of the Limited
Liability   Company's   funds  or  to  provide  a  source  from  which  to  meet
contingencies;  the purchase of hazard,  liability and other insurance which the
Managing  Member may deem  necessary or proper;  the  employment  of  attorneys,
accountants,  brokers,  consultants and other persons, firms and corporations to
render services to the Limited Liability Company as the Managing Member may deem
necessary or proper; the enforcement, compromise and settlement of any rights or
claims in favor of or against  the Limited  Liability  Company or any nominee of
the  Limited  Liability  Company;  and the taking of all other  actions  and the
execution and delivery of any and all other  instruments  and  agreements as the
Managing  Member may deem  appropriate  to carry out the intents and purposes of
this Agreement.

                  The  Managing  Member  may  employ on  behalf  of the  Limited
Liability  Company,  on such  terms and for such  compensation  as the  Managing
Member may determine, any persons, firms or corporations,  including accountants
and attorneys, as the Managing Member, in his sole judgment shall deem desirable
for the business and affairs of the Limited Liability Company.  Any such person,
firm or  corporation  may also be employed by the Managing  Member in connection
with any other business of the Managing Member.  The fact that any Member,  or a
member of his family or any  affiliate  of a Member,  is directly or  indirectly
interested in or connected with any person, firm or corporation  employed by the
Limited  Liability  Company or from whom the Limited  Liability  Company may buy
merchandise or services,  shall not prohibit the Managing  Member from employing
or  dealing  with such  person,  firm or  corporation  on behalf of the  Limited
Liability Company upon reasonable terms and conditions.

                                       10
<PAGE>

                  The  Managing  Member  shall  be  reimbursed  by  the  Limited
Liability Company for all direct out-of-pocket expenses incurred by the Managing
Member  on  behalf of the  Limited  Liability  Company  in  connection  with the
performance  of his  duties  hereunder,  including  without  'imitation  amounts
payable by the Managing  Member for office,  accounting,  bookkeeping  and other
services, materials,  facilities and professional and legal services rendered or
furnished to the Limited Liability Company.

                  Except  as  expressly  provided  in this  Agreement,  no fees,
salary  or other  compensation  shall  be paid to the  Managing  Member  for the
rendition of services to the Limited Liability Company.

                  A  Managing  Member's  duty of care  in the  discharge  of the
Managing  Member's  duties to the  Limited  Liability  Company  and the  Members
limited to refraining from engaging in grossly  negligent  conduct2  intentional
misconduct,  or a  violation  of law.  In  discharging  the duties of a Managing
Member,  the Managing  Member shall be fully  protected in relying in good faith
upon the records of the  Limited  Liability  Company and upon such  information,
opinions,  reports or statements by other Managing Members,  Members,  agents or
other persons as to matters the Managing Member  reasonably  believes are within
such person's  professional or expert  competence,  including without limitation
information,  opinions,  reports or  statements as to the value or amount of the
assets,  liabilities,  profits or losses of the Limited Liability Company or any
other  facts  pertinent  to the  existence  and  amount  of  assets  from  which
distributions to Members might properly be paid.

                  To the extent of the Limited Liability  Company's assets,  and
to the extent  permitted by law, the Limited  Liability  Company shall indemnity
and hold each Managing  Member  harmless from and against all liability,  claim,
loss, damage or expense,  including reasonable  attorneys' fees, incurred by the
Managing  Member by reason of any act or omission of the Managing Member made in
good faith on behalf of the Limited Liability Company.

                  Except as expressly provided elsewhere in this Agreement,  any
decisions which are to be made by the Members,  rather than the Managing Member,
shall be made by the  affirmative  vote or consent of Members holding a majority
of the Members' Percentage Interests.


                           12. ASSIGNMENT OF INTERESTS

                  Except as otherwise  provided in this Agreement,  no Member or
other person holding any interest in the Limited  Liability  Company may assign,
pledge,  hypothecate,  transfer or  otherwise  dispose of all or any part of his
interest in the Limited  Liability  Company,  including  without  limitation the
capital,  profits or distributions of the Limited  Liability Company without the
prior Written consent of the other Members in each instance.

                  A Member may assign all or any part of such Member's  interest
in the allocations and  distributions of the Limited Liability Company to any of
the following (collectively the "permitted assignees") any person,  corporation,
partnership or other entity as to which the Limited  Liability Company has given

                                       11
<PAGE>

consent to the assignment of such interest in the allocations and  distributions
of the  Limited  Liability  Company  by the  unanimous  vote or  consent  of the
Members.  An assignment to a permitted assignee shall only entitle the permitted
assignee to the allocations and  distributions to which the assigned interest is
entitled,  unless such permitted  assignee  applies for admission to the Limited
Liability  Company and is admitted to the Limited  Liability Company as a Member
in accordance with this Agreement.

                  An  assignment,  pledge,  hypothecation,   transfer  or  other
disposition  of all or any  part of the  interest  of a  Member  in the  Limited
Liability  Company or other person holding any interest in the Limited Liability
Company in  violation  of the  provisions  hereof shall be null and void for all
purposes.

                  No  assignment,  transfer or other  disposition  of all or any
part of the  interest  of any  Member  permuted  under this  Agreement  shall be
binding upon the Limited  Liability Company unless and until a duly executed and
acknowledged  counterpart of such assignment or instrument of transfer,  in form
and substance  satisfactory  to the Managing  Member,  has been delivered to the
Limited Liability Company.

                  No  assignment  or other  disposition  of any  interest of any
Member may be made if such  assignment  or  disposition,  alone or when combined
with  other  transactions,  would  result  in the  termination  of  the  Limited
Liability Company within the meaning of Section 708 of the Internal Revenue Code
or under any other  relevant  section of the Code or any successor  statute.  No
assignment  or other  disposition  of any  interest  of any  Member  may be made
without an opinion of counsel  satisfactory  to the  Managing  Member  that such
assignment or disposition  is subject to an effective  registration  number,  or
exempt from the  registration  requirements of, the applicable State and Federal
securities laws. No interest in the Limited Liability Company may be assigned or
given to any  person  below  the age of 21  years  or to a  person  who has been
adjudged to be insane or incompetent.

                  Anything herein contained to the contrary, the Managing Member
and the Limited  Liability  Company shall be entitled to treat the record holder
of the interest of a Member as the absolute  owner  thereof;  and shall incur no
liability by reason of  distributions  made in good faith to such record holder,
unless and until there has been delivered to the Managing  Member the assignment
or other  instrument  of transfer and such other  evidence as may be  reasonably
required  by tile  Managing  Member  to  establish  to the  satisfaction  of the
Managing  Member that an interest has been assigned or transferred in accordance
with this Agreement.


                          13. ADMISSION OF NEW MEMBERS

                  The Managing  Member may admit new Members (or  transferees of
any  interests of existing  Members) into the Limited  Liability  Company by the
unanimous Vote or consent of the Managing Members.

                                       12
<PAGE>

                  As a condition to the  admission of a new Member,  such Member
shall  execute  and  acknowledge  such   instruments,   in  form  and  substance
satisfactory to the Managing  Member,  as the Managing Member may deem necessary
or desirable to effectuate  such  admission and to confirm the agreement of such
Member  to be  bound  by all of the  terms,  covenants  and  conditions  of this
Agreement,  as the same may have been  amended.  Such new  Member  shall pay all
reasonable  expenses  in  connection  with  such  admission,  including  without
limitation reasonable attorneys' fees and the cost of the preparation, filing or
publication of any amendment to this Agreement or the Articles Of  Organization)
which the Managing  Member may deem  necessary or desirable in  connection  with
such admission.

                  No new Member shall be entitled to any retroactive  allocation
of income,  losses, or expense deductions of the Limited Liability Company.  The
Managing  Member  may make pro rata  allocations  of  income,  losses or expense
deductions  to a new Member for that portion of the tax year in which the Member
was admitted in accordance with Section 706(d) or the Internal  Revenue Code and
regulations thereunder.

                  In no event  shall a new  Member be  entitled  to the  Limited
Liability Company if such admission would be in violation of applicable  Federal
or State  securities laws or would adversely affect the treatment of the Limited
Liability Company as a partnership for income tax purposes.


                   14. WITHDRAWAL EVENTS REGARDING MEMBERS AND
               ELECTION TO CONTINUE THE LIMITED LIABILITY COMPANY

                  In the event of the death, retirement,  withdrawal, expulsion,
or dissolution of a Managing Member, or an event of bankruptcy or insolvency, as
hereinafter defined, with respect to a Managing Member, or the occurrence of any
other event which  terminates the continued  membership of a Managing  Member in
the Limited  Liability  Company  pursuant to the laws of California (each of the
foregoing being hereinafter  referred to as a "Withdrawal  Event"),  the Limited
Liability Company shall terminate sixty days after notice to the Members of such
Withdrawal  Event  unless  the  business  of the  Limited  Liability  Company is
continued as hereinafter provided.

                  Notwithstanding  a Withdrawal Event with respect to a Managing
Member,  the Limited  Liability  Company shall not  terminate,  irrespective  of
applicable laws if within aforesaid sixty day period the remaining  Members,  by
the unanimous vote or Consent of the Members (other than the Managing Member who
caused the  Withdrawal  Event),  shall  elect to  continue  the  business of the
Limited Liability Company.

                  If,  after  Withdrawal  Event,  there  is only  one  remaining
Member,  such Member may  designate a second  Member and give the second  Member
such share of the interest of the remaining  Member as the remaining  Member may
designate,  and thereafter the two Members may elect to continue the business of
the Limited Liability Company as aforesaid.

                                       13
<PAGE>

                  In  the  event  of a  Withdrawal  Event  with  respect  to any
Managing  Member,  any successor in interest to such Managing Member  (including
without limitation any executor,  administrator,  heir, committee,  guardian, or
other  representative  or successor)  shall not become entitled to any rights or
interest of such Managing Member in the Limited  Liability  Company,  other than
the  allocations  and  distributions  to which such Managing Member is entitled,
unless such  successor  in interest is admitted as a Member in  accordance  with
this Agreement.

                  An "event of  bankruptcy  or  insolvency"  with  respect  to a
Member shall occur if such Member applies for or Consents to the  appointment of
a receiver, trustee or liquidator of all or a substantial part of his assets; or
makes a general  assignment  for the benefit of creditors;  or is  adjudicated a
bankrupt or an  insolvent;  or files a voluntary  petition  in  bankruptcy  or a
petition or an answer seeking an arrangement with creditors or to take advantage
of any bankruptcy,  insolvency,  readjustment of debt or similar law or statute,
or an answer admitting the material  allegations of a petition filed against him
in any bankruptcy,  insolvency,  readjustment of debt or similar proceedings; or
takes any action for the purpose of effecting any of the foregoing; or an order,
judgement or decree shall be entered, with or without the application,  approval
or consent of such Member, by any court of competent  jurisdiction,  approving a
petition for or appointing a receiver or trustee of all or a substantial part of
the assets of such Member,  and such order,  judgment or decree  shall  continue
unstayed and in effect for thirty days.


                         15. DISSOLUTION AND LIQUIDATION

                  The  Limited   Liability  Company  shall  terminate  upon  the
occurrence of any of the  following:  the expiration of the period fixed for the
duration of the Limited Liability Company pursuant to Article 5, as the same may
be extended by the Members;  the election by the Members to dissolve the Limited
Liability  Company made by the  unanimous  vote or consent of the  Members;  the
occurrence of a Withdrawal Event with respect to a Member and the failure of the
remaining  Members to elect to continue  the  business of the Limited  Liability
Company as provided for in Article 14 above;  or any other event which  pursuant
to this Agreement shall cause a termination of the Limited Liability Company.

                  The  liquidation  of the Limited  Liability  Company  shall be
conducted and  supervised  by the Managing  Member or if there be none then by a
person  designated for such purposes by the affirmative vote or Consent 0(pound)
Members   holding  a  majority  of  the  Members'   Percentage   Interests  (the
"Liquidating  Agent").  The Liquidating Agent hereby is authorized and empowered
to execute any and all  documents  and to take any and all actions  necessary or
desirable to effectuate the dissolution and liquidation of the Limited Liability
Company m accordance with this Agreement.

                  Promptly  after  the  termination  of  the  Limited  Liability
Company,  the Liquidating  Agent shall cause to be prepared and furnished to the
Members a  statement  setting  forth the assets and  liabilities  of the Limited
Liability Company as of the date of termination.  The Liquidating  Agent, to the
extent practicable,  shall liquidate the assets of the Limited Liability Company
as promptly as possible,  but in an orderly and businesslike manner so as not to
involve undue sacrifice.

                                       14
<PAGE>

                  The  proceeds  of sale and all  other  assets  of the  Limited
Liability  Company shall be applied and  distributed  in the following  order of
priority.' (a) to the payment of the expenses of  liquidation  and the debts and
liabilities of the Limited Liability  Company,  other than debts and liabilities
to Members;  (b) to the payment of debts and liabilities to Members;  (c) to the
setting up of any reserves  which the  Liquidating  Agent may deem  necessary or
desirable for any  contingent or unforeseen  liabilities  or  obligations of the
Limited   Liability   Company,   which   reserves  shall  be  paid  over  to  an
attorney-at-law  admitted to practice in the State of California as escrowee, to
be held for a period of two years for the  purpose of  payment of the  aforesaid
liabilities and obligations, at the expiration of two year period the balance of
such reserves shall be distributed as hereinafter provided; (d) to the Member in
proportion to their  respective  capital accounts until each Member has received
cash  distribution  equal to any  positive  balance in his capital  account,  in
accordance   with  the   rules   and   requirements   of  Trea.   Reg.   Section
1.704-1(b)(2)(ii)(b);  and (e) to the  Members  in  proportion  to the  Members'
Percentage Interests.

                  The  liquidation  shall be complete within the period required
by Trea. Reg. Section 1.704-1 (b)(2)(ii)(b).

                  If  the  Liquidating  Agent  shall  determine  that  it is not
practicable to liquidate all of the assets of the Limited Liability Company, the
Liquidating  Agent may retain  assets  having a fair  market  value equal to the
amount by which the net  proceeds  of  liquidated  assets  are  insufficient  to
satisfy  the debts  and  liabilities  referred  to  above.  If, in the  absolute
judgement of the  Liquidating  Agent,  it is not feasible to  distribute to each
Member his proportionate share of each asset, the Liquidating Agent may allocate
and  distribute  specific  assets to one or more  Member  in such  manner as the
Liquidating  Agent  shall  determine  to be  fair  and  equitable,  taking  into
consideration the basis for tax purposes of each asset.

                  Upon compliance with the distribution  plan, the Members shall
cease to be such, and the Managing  Member shall execute,  acknowledge and cause
to be filed such  certificates  and other  instruments  as may be  necessary  or
appropriate to evidence the dissolution and termination of the Limited Liability
Company.


                         16. REPRESENTATIONS OF MEMBERS

                  Each of the Members  represents,  warrants and agrees that the
Member is  acquiring  the  interest  in the  Limited  Liability  Company for the
Member's  own  account  as an  investment  and not  with a view  to the  sale or
distribution thereof; the Member, if an individual, is over the age of 21, or if
the Member is an  organization,  such  organization is duly  organized,  validly
existing and in good standing  under the laws of its State of  organization  and
that it has full power and  authority  to execute and  perform  its  obligations
under this  Agreement;  and the Member shall not dispose of such interest or any
part thereof in any manner which would  constitute a violation of the Securities
Act  of  1933,  the  Rules  and  Regulations  of  the  Securities  and  Exchange
Commission,  or any applicable  laws, rules or regulations of any State or other
governmental authorities, as the same may be amended.

                                       15
<PAGE>

                                   17. NOTICES

                  All notices,  demands,  requests or other communications which
any of the parties to this Agreement may desire or be required to give hereunder
shall be in  writing  and shall be deemed  to have been  properly  given if sent
registered or certified mail,  return receipt  requested,  addressed as follows:
(a) if to the Limited  Liability  Company,  to the Limited Liability Company c/o
the Managing  Member at his address first above written or to such other address
or  addresses  as may be  designated  by the  Limited  Liability  Company or the
Managing Member by notice to the Members  pursuant to this Article 17; (b) if to
the Managing  Member,  to the Managing Member at his address first above written
or to such other  address or  addresses  as may be  designated  by the  Managing
Member by notice to the Limited  Liability  Company and the Members  pursuant to
this  Article 17; and (e) if to any Member,  to the address of said Member first
above  written,  or to such other address as may be designated by said Member by
notice to the Limited  Liability  Company and the other Members pursuant to this
Article 17. Each Member shall keep the Limited  Liability  Company and the other
Members informed of such Member's current address.


                              18. POWER OF ATTORNEY

                  Each Member agrees to execute, acknowledge, swear to, deliver,
file, record and publish such further  certificates,  instruments and documents,
and do all such other acts and things as may be  required  by law, or as may, in
the opinion of the Managing  Member,  be necessary or desirable to carry out the
intents and purposes of this Agreement.

                  Each  Member,  whether a  signatory  hereto or a  subsequently
admitted Member, hereby irrevocably constitutes and appoints the Managing Member
(including any successor  Managing Member) the true and lawful  attorney-in-fact
of such Member,  and empower and authorize such  attorney-in-fact,  in the name,
place and stead of each Member, to execute,  acknowledge,  swear to and file the
Articles Of Organization and any amendments thereto, and any other certificates,
instruments  and  documents  which may be required to be executed or filed under
laws of any State or of the United  States,  or which the Managing  Member shall
deem advisable to execute or file,  including without limitation all instruments
which may be required to effectuate  the formation,  continuation,  termination,
distribution or liquidation of the Limited Liability Company.

                  It is expressly acknowledged by each Member that the foregoing
power of attorney is coupled with an interest and shall  survive any  assignment
by such  Member  of such  Member  interest  in the  Limited  Liability  Company;
provided,  however,  that if such Member shall assign all of his interest in the
Limited Liability Company and the assignee shall become a substituted  Member in
accordance with this  Agreement,  then such power of attorney shall survive such
assignment  only for the purpose of  enabling  the  Managing  Member to execute,
acknowledge,  swear to and file all  instruments  necessary  or  appropriate  to
effectuate such substitution.

                                       16
<PAGE>

                  A power of attorney shall be one of the instruments  which the
Managing  Member may require a new Member to execute and  acknowledge;  however,
the power of attorney  in this  Agreement  shall be binding  upon any new Member
even in the absence of such separate power of attorney.

                  Upon the election of any new Managing  Member,  each Member at
the request of the Managing  Member shall execute and acknowledge a new power of
attorney as  provided  above  expressly  in favor of such new  Managing  Member;
however, the power of attorney provided above shall inure to the benefit of each
new  Managing  Member  even in the  absence  of such new  confirmatory  power of
attorney.


                                 19. AMENDMENTS

                  This   Agreement  may  not  be  altered,   amended,   changed,
supplemented,  waived or modified in any respect or  particular  unless the same
shall be in  writing  and  agreed to by the  unanimous  vote or  consent  of the
Members. No amendment may be made to Articles 6, 8, 12 and 15 hereof, insofar as
said  Articles  apply to the financial  interests of the Members,  except by the
vote or consent of all of the Members.  No  amendment  of any  provision of this
Agreement  relating to the voting  requirements  of the Members on any  specific
subject  shall be made without the  affirmative  vote or consent of at least the
number or percentage of Members required to Vote on such subject.


                                20. MISCELLANEOUS

                  This  Agreement and the rights and  liabilities of the parties
hereunder shall be governed by and determined in accordance with the laws of the
State  of  California  Every  provision  of this  Agreement  is  intended  to be
severable. If any provision of this Agreement shall be invalid or unenforceable,
such  invalidity or  unenforceability  shall not affect the other  provisions of
this Agreement, which shall remain in full force and effect.

                  The captions in this  Agreement are for  convenience  only and
are not to be considered in construing  this  Agreement.  All pronouns  shall be
deemed to be the masculine, feminine, neuter, singular or plural as the identity
of the person or persons may require.  References  to a person or persons  shall
include partnerships,  corporations, limited liability companies, unincorporated
associations,  trusts,  estates and other types of entities. The Managing Member
and the Members  collectively are referred to herein as the Members.  Any one of
the  Members  is  referred  to herein as a Member.  References  to the  Internal
Revenue Code shall mean the Internal  Revenue Code of 1986, as amended,  and any
successor or superseding Federal revenue statute.

                  This Agreement,  and any amendments  hereto may be executed in
counterparts all of which taken together shall constitute one agreement.

                  This Agreement sets forth the entire  agreement of the parties
hereto with respect to the subject  matter  hereof.  It is the  intention of the

                                       17
<PAGE>

Members  that  this  Agreement  shall be the sole  source  of  agreement  of the
parties,  and,  except to the extent a provision of this Agreement  provides for
the  incorporation  of Federal  income tax rules or is expressly  prohibited  or
ineffective under the California  Beverly-Killea  Limited Liability Company Act,
this Agreement shall govern even when inconsistent  with, or different from, the
provisions  of any  applicable  law or rule. To the extent any provision of this
Agreement  is  prohibited  or  otherwise   ineffective   under  the   California
Beverly-Killea Limited Liability Company Act, such provision shall be considered
to be  ineffective  to the  smallest  degree  possible  in  order  to make  this
Agreement  effective  under  the  California  Beverly-Killea  Limited  Liability
Company Act. If the California  Beverly-Killea  Limited Liability Company Act is
subsequently  amended or interpreted in such a way to make any prevision of this
Agreement that was formerly invalid valid, such provision shall be considered to
be valid from the effective date of such interpretation or amendment.

                  Subject  to  the  limitations  on  transferability   contained
herein,  this  Agreement  shall be binding  upon and inure to the benefit of the
parties  hereto  and  to  their  respective  heirs,  executors,  administrators,
successors and assigns.

                  No  provision  of this  Agreement  is  intended  to be for the
benefit of or enforceable by any third party.


                                       18
<PAGE>

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement on the date first above written.

IN THE PRESENCE OF:


                                                   /s/ BEJAN AMINIFARD
                                                   -----------------------------
                                                       BEJAN AMINIFARD


-----------------------------



-----------------------------


IN THE PRESENCE OF:


                                                   /s/ MOSHEN AMINIFARD
                                                   -----------------------------
                                                       MOSHEN AMINIFARD



-----------------------------



-----------------------------

                                                   /s/ DEREK WALL
                                                   -----------------------------
                                                       DEREK WALL


-----------------------------



-----------------------------

                                       19