GOLDBELT ELECTRIC THEATER LLC
                               OPERATING AGREEMENT


BETWEEN:                   Goldbelt, Incorporated
                           An Alaska corporation                      (Goldbelt)

AND:                       Spitz, Inc.
                           A Delaware corporation                       (Spitz)

EFFECTIVE DATE:

                                    RECITALS:

         Goldbelt and Spitz, who are hereinafter collectively referred to as the
"Members" and  individually  as a "Member",  desire to form a limited  liability
company for the purposes and on the terms and subject to the  conditions  stated
in this Agreement.

                                   AGREEMENTS:

1.    Formation of Limited Liability Company

      1.1   Formation.  The  Members  hereby  form a limited  liability  company
            (Company)  pursuant  to  the  provisions  of the  Limited  Liability
            Company Act of the State of Alaska,  Alaska Statute  ss.10.50.010 et
            seq., in accordance with the provisions of this Agreement.

      1.2   Name.  The name of the Company  shall be Goldbelt  Electric  Theater
            LLC.

      1.3   Articles of  Organization.  Articles of Organization for the Company
            shall be filed by the Members with the Alaska Department of Commerce
            and  Economic  Development  promptly  upon  the  execution  of  this
            Agreement.  The Company shall not conduct any business  prior to the
            filing of the Articles of Organization.

      1.4   Principal Place of Business.  The principal place of business of the
            Company shall be at 9097 Glacier Highway,  Suite 200, Juneau, Alaska
            99801.  The  business of the Company may also be  conducted  at such
            other or  additional  place or  places  as may from  time to time be
            designated by the Members.

      1.5   Registered  Office and Registered  Agent. The mailing address of the
            Company's  initial  registered  office  shall  be  at  9097  Glacier
            Highway,  Suite  200,  Juneau,  Alaska  99801,  and the  name of its
            initial   registered  agent  at  such  address  shall  be  Goldbelt,
            Incorporated.




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      1.6   Purposes  and  Powers.  The  Company  is  formed  for the  following
            purposes:

            1.6.1 To construct, lease, own and operate a domed projection screen
                  and  theater,   ancillary  video  projection  operations,  and
                  visitor  amenities for theaters,  including snack and souvenir
                  concession operations, at one or more locations in Alaska.

            1.6.2 To do all things  necessary,  incident,  or in  furtherance of
                  such business.

      1.7   Term of Company.  The Company elects to continue in existence  until
            December 31, 2010,  unless the term of the Company is extended prior
            thereto  by  mutual  agreement  of all  Members.  If the term of the
            Company is extended by mutual  agreement  of the  Members,  the term
            shall  continue  until  five years  from the  effective  date of the
            Members'  agreement  to extend the term of the  Company,  unless the
            term of the Company is further  extended for one or more  additional
            five-year terms prior thereto by mutual agreement of all Members. On
            the  expiration  of the term of the  Company,  the Company  shall be
            dissolved and its affairs  shall be wound up in accordance  with the
            provisions of Section 12.

      1.8   Title. Title to the property and assets of the Company shall be held
            in the name of the Company.

2.    Capital

      2.1   Initial Contributions.

            (a)   Spitz shall be obligated,  to the extent  provided  below,  to
                  make capital  contributions  to the Company up to an aggregate
                  amount of $300,000.

            (b)   $180,000 of such capital contribution by Spitz shall be in the
                  form of a  reduced  purchase  price for the  Electric  Horizon
                  System (including related development and theater design fees)
                  that is being provided by Spitz to the Company pursuant to the
                  purchase  contract  for such  system  between  the Company and
                  Spitz (the  "Purchase  Contract"),  a copy of which is annexed
                  hereto as  Exhibit A. The  Purchase  Contract  shall  include,
                  among other things,  provisions insuring to Spitz's reasonable
                  satisfaction  the  Company's  ability to pay and  perform  its
                  obligations  under the Purchase Contract (whether by arranging
                  for payment directly by a third party financier or otherwise).
                  Such  capital  contribution  shall be deemed  made by Spitz in
                  installments  at the same time as amounts  are  required to be
                  paid by the Company to Spitz under the  Purchase  Contract and
                  in the same  ratio as each  required  payment  is of the total
                  amount to be paid under the Purchase Contract.




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            (c)   The remaining  $120,000  commitment of Spitz shall be callable
                  by the Manager as needed to pay 40% of the  Company's  cost of
                  obtaining  show  content  (or, if Spitz's  percentage  of such
                  costs are less than $120,000,  as thereafter needed to pay 40%
                  of the Company's other costs);  provided,  however, that it is
                  agreed and understood  that in no event will Spitz be required
                  to make a capital contribution pursuant to this Section 2.1(c)
                  except to the  extent  that,  after  giving  effect to Spitz's
                  capital  contributions  pursuant  to this  Section  2.1(c) and
                  Goldbelt's capital  contributions  pursuant to Section 2.1(d),
                  the aggregate  amount of capital  contributions  made by Spitz
                  pursuant  to this  Section  2.1(c)  does not exceed 40% of the
                  total capital  contributions  made pursuant to Section  2.1(c)
                  and Section 2.1(d).

            (d)   Goldbelt  shall be  obligated  to make  capital  contributions
                  sufficient to provide the Company with all the remaining  cash
                  that the  Company  will need  prior to the date (the  "Opening
                  Date") of the commencement of the Company's  operations (i.e.,
                  the opening of the  Company's  first  theater  for  business).
                  Goldbelt  may reduce the amount of its  obligation  under this
                  Section  2.1(d) by obtaining  debt  financing on  commercially
                  reasonable  terms for the  Company  (but in no event shall the
                  acquisition   of  such   financing  be  considered  a  capital
                  contribution  by  Goldbelt).  In the event  that  Goldbelt  is
                  required by any creditor to guarantee  any such  indebtedness,
                  Spitz will be offered  the  opportunity  to  co-guarantee  the
                  debt. If Goldbelt  guarantees the debt but Spitz elects not to
                  guarantee  the debt,  an amount equal to 1.5% of the amount so
                  guaranteed  shall be deducted from Spitz's Capital Account and
                  added to  Goldbelt's  Capital  Account  (and,  for purposes of
                  calculating  the  Percentage  Interests of the  Members,  such
                  amount shall thereafter be considered an amount contributed to
                  the Company's capital by Goldbelt, and shall not be considered
                  an amount contributed to the Company's capital by Spitz).

      2.2   Additional Contributions. Except as otherwise required by applicable
            law,  no Member  shall have any  obligation  to make any  additional
            contributions  to the  capital  of the  Company,  nor shall any such
            additional  capital  contribution  be  made  to or  accepted  by the
            Company except (i) with the approval and consent of both Members, or
            (ii) pursuant to Section 2.3 below.

      2.3   Pre-Emptive Rights.

            (a)   At any time  subsequent  to the Opening  Date that the Company
                  seeks to raise  additional  capital  through equity  financing
                  (including   any  financing  in  which  all  or  part  of  the
                  securities sold are convertible  into or exchangeable  for, or
                  represent  the right to purchase  or  otherwise  acquire,  any
                  equity  securities),  Spitz and  Goldbelt  (each an  "Original
                  Member")  shall each have the right and option to  purchase up
                  to 50% of such equity then being offered at the same price and
                  upon the same terms as are offered by the  Company;  provided,
                  however,  that such right will not apply to the first $300,000
                  of  capital  being  provided  by each of  Spitz  and  Goldbelt
                  pursuant to Section 2.1 above.  The Manager shall give written
                  notice to the Original Members at least thirty (30) days prior
                  to the issuance of such equity, which written notice shall set
                  forth, in reasonable  detail,  the terms and conditions of the
                  proposed   issuance  of  new  equity.   Each  Original  Member
                  intending  to purchase a portion of the equity  being  offered
                  shall,  within  twenty (20) days of  delivery of such  written
                  notice,  deliver notice of such intention to the Manager.  The
                  failure to give such  notice  shall be deemed a waiver of such
                  Original Member's rights to purchase. In the event an Original
                  Member  waives  its  rights,  any  Original  Member  who  does
                  exercise its rights  shall have the right to purchase  amounts
                  which the other Original  Member  chooses not to purchase,  if
                  such  exercising  Original  Member  includes  in its notice an
                  intention to make such additional purchase.



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            (b)   Nothing in  Section  2.3(a)  above  shall in any way limit the
                  amount of capital  contributions  that Goldbelt is required to
                  make  pursuant to Section  2.1(d) above,  or provide  Goldbelt
                  with any  right or  option  to elect  not to make any  capital
                  contribution  (unless, and only to the extent, Spitz exercises
                  its  pre-emptive  right  to make  capital  contributions  that
                  Goldbelt  would  otherwise  be  required  to make  pursuant to
                  Section 2.1(d) above).

      2.4   Loans from Goldbelt.  In the event that both Members  determine that
            additional  funds  are  necessary  in order to meet the needs of the
            Company, Goldbelt may, at Goldbelt's sole discretion, loan the funds
            to the Company.  All amounts loaned by Goldbelt to the Company shall
            bear interest at a rate equal to one and one-half  (1.5)  percentage
            points  over the  prime  rate of  interest  in effect on the date of
            disbursement of the Company as quoted in the Wall Street Journal, or
            if that publication  becomes  unavailable,  another reputable source
            selected by the Members. The specific terms of repayment of any loan
            arrangements for security for the loan must be agreed upon by all of
            the Members prior to the time the loan is disbursed,  as a condition
            of such  disbursement.  Loans made by Goldbelt to the Company  under
            this Section 2.4 shall,  for all purposes,  be considered  loans and
            shall  not  be  considered   additional  capital   contributions  by
            Goldbelt.

      2.5   Interest.  No interest  shall be paid on the  initial  contributions
            made by either Member or on any subsequent  contributions  by either
            Member to the capital of the Company.

      2.6   Return of Contributions;  No Right to Withdraw Capital.  Each Member
            shall  look  solely to the assets of the  Company  for the return of
            such  Member's  capital  contributions  and,  if the  assets  of the
            Company are insufficient to return such capital contributions,  such
            Member  shall have no  recourse  against  any other  Member for that
            purpose. Except as specifically provided in this Agreement, a Member
            may not withdraw capital from the Company.  To the extent any amount
            that any Member is entitled to receive from the Company  pursuant to
            any  provision of this  Agreement  constitutes  a return of capital,
            each of the Members  consents to the  withdrawal of such capital.  A
            Member shall not have the right to demand and receive property other
            than cash in return for such Member's capital contribution.

      2.7   Capital  Accounts.  The Company  shall  maintain a separate  capital
            account (a "Capital  Account:")  for each Member in accordance  with
            the  requirements of Treasury  Regulationss.1.704-01.  Each Member's
            Capital Account shall be equal to:

            2.7.1 The amount of cash and the fair market  value of the  property
                  contributed  to the  capital  of the  Company  by such  Member
                  (including the assumption of Company debt by the Member); plus

            2.7.2 Such Member's  allocable share,  pursuant to Section 4, of any
                  profits  of the  Company  and any  items  of  Company  gain or
                  income; minus

            2.7.3 Such Member's  allocable share,  pursuant to Section 4, of any
                  losses  of the  Company  and  any  items  of  Company  loss or
                  expense; minus




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            2.7.4 The  amount  of cash and the  fair  market  value of  property
                  distributed  to such Member  (including the amount of any debt
                  of such Member assumed by the Company).

      Each Member's  Capital  Account  shall be further  adjusted as provided in
Section 2.1(d) if applicable.

3.    Conduct of Company Business.

      3.1   Management. The Company shall be a manager-managed limited liability
            company with Goldbelt acting as manager.  Goldbelt shall provide the
            necessary  management  level  personnel  who  will  spend  the  time
            reasonably  necessary following the effective date of this Agreement
            to initiate and operate the business of the Company.  Goldbelt shall
            be  responsible  for  the  management  of the  Company's  day-to-day
            business operations.

      3.2   Management Fees. Goldbelt shall not receive a management fee for its
            services.

      3.3   Employment of Personnel. Goldbelt, as manager of the Company, shall,
            subject  only to  Section  6.1.2  below,  have  the full  power  and
            authority  to cause the Company to hire such  employees  as Goldbelt
            determines to be in the Company's best interests.

4.    Allocation of Net Profits and Losses

      4.1   Determination.  The net profit or net loss of the  Company  for each
            fiscal year shall be determined as of the end of such fiscal year by
            the  Company's   certified  public  accountant  in  accordance  with
            generally accepted accounting principles consistently applied.

      4.2   (a) Allocation.  After giving effect to the special  allocations set
            forth in Sections  4.4 and 4.5,  the net profit or net losses of the
            Company for any fiscal year shall be allocated  among the Members in
            accordance with Percentage Interests.

            (b) Adjusted Capital Account Deficits. Any losses allocated pursuant
            to to Section  4.1(a) hereof shall not exceed the maximum  amount of
            losses that can be so allocated  without  causing a Member to have a
            negative Capital Account at the end of any fiscal year. In the event
            some  but not  all of the  Members  would  have a  negative  Capital
            Account as a  consequence  of an  allocation  of losses  pursuant to
            Section  4.1(a)  hereof,  the  limitation  set forth in this Section
            4.1(b)  shall  be  applied  on a  Member  by  Member  basis so as to
            allocate the maximum permissible losses to each Member under Section
            1.704-1(b)(2)(ii)(d) of the Treasury Regulations. A Member who would
            have been  allocated an amount of losses but for the  limitation  in
            the first sentence of this Section 4.1(b) shall  thereafter share in
            profits  only after the other  Members have been  allocated  100% of
            such  Member's  share of  profits  to the  extent of (and among such
            Members in  proportion  to) any losses  previously  borne by each of
            them in respect of such  Member.  In the event that no Member may be
            allocated  losses as a result of the  prohibition  contained in this
            Section  4.1(b),  losses  shall  be  allocated  in  accordance  with
            Percentage Interests.




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      4.3   "Percentage Interests" shall mean, with respect to each Member, such
            Member's Adjusted Capital Contribution (expressed as a percentage of
            the  aggregate  Adjusted  Capital  Contributions  of  all  Members).
            "Adjusted  Capital  Contribution"  shall mean,  with respect to each
            Member, the amount of capital contributed by such Member pursuant to
            Sections  2.1,  2.2 and 2.3 of this  Agreement.  In the event that a
            Member  sells all or a portion of its interest in the Company or the
            Company  redeems all or a portion of such  Member's  interest in the
            Company, the Member's Adjusted Capital Contribution shall be reduced
            by the same  proportion as the interest  purchased or redeemed bears
            to such  Member's  entire  interest.  If a person  acquires all or a
            portion of a Member's  interest,  such person shall be considered to
            have made the  capital  contribution  as so relates to the  interest
            purchased.

      4.4   Special Allocations Relating to Depreciation for Income Tax Purposes

            4.4.1 All  depreciation,   amortization,   and  similar   deductions
                  relating to  property,  equipment,  and other  capital  assets
                  shall be allocated  between the Members in  proportion  to the
                  positive  balances in the  Capital  Accounts of the Members at
                  the  end of  the  fiscal  year  for  which  the  deduction  is
                  available.  The alternative minimum tax adjustment relating to
                  depreciation  under  IRCss.56(a)(1)  will be  allocated in the
                  same  manner.  Notwithstanding  the other  provisions  of this
                  Section  4.4.1,  no allocation of deductions  shall be made to
                  any Member  under  this  Section  4.4 to the extent  that such
                  allocation  would cause the Member to have a negative  Capital
                  Account at the end of the fiscal year in which the  allocation
                  would otherwise be made.

            4.4.2 Upon the sale,  exchange,  or other taxable disposition of any
                  item of equipment  or other  capital  asset the  depreciation,
                  amortization, or similar deductions with respect to which have
                  been  specially  allocated to the Members under Section 4.4.1,
                  any gain  realized by the Company  shall be  allocated  to the
                  Members in the same  proportions as the  deductions  that have
                  been  specially  allocated  to the Members with respect to the
                  asset under Section  4.4.1,  provided that the gain  specially
                  allocated  to a Member  under  this  Section  4.4.2  shall not
                  exceed the  excess,  if any, of (a) the  aggregate  deductions
                  allocated to the Member pursuant to Section 4.4.1 with respect
                  to the  asset  over (b) the  aggregate  gain  from  the  asset
                  allocated to the Member pursuant to this Section 4.4.2 for the
                  fiscal  year to which  the  allocation  relates  and all prior
                  fiscal years.

      4.5   Additional  Special  Allocations for Income Tax Reporting  Purposes.
            Notwithstanding  any  provision  of this  Section  4, the  following
            special allocations shall be made in the following order:




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            4.5.1 Except     as      otherwise      provided     in     Treasury
                  Regulationsss.1.704-2(f),  if there is a net  decrease  in the
                  Partnership    Minimum    Gain   (as   defined   in   Treasury
                  Regulationsss.ss.1.704-2(b)(2)  and 1.704-2(d)) of the Company
                  during  any  fiscal  year,  each  Member  shall  be  specially
                  allocated  items of Company  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  of  the  Company,   determined  in
                  accordance  with  Treasury  Regulationsss.1.704-2(g).  Special
                  allocations  made under this  Section  4.5.1  shall be made to
                  Members in proportion to the respective amounts required to be
                  allocated to each Member. The items of Company income and gain
                  to be specially  allocated  under this Section  4.5.1 shall be
                  determined   in   accordance    with   Treasury    Regulations
                  ss.1.704-2(f)(6) andss.1.704-2(j)(2).

            4.5.2 Except     as      otherwise      provided     in     Treasury
                  Regulationsss.1.704-2(i)(4),  if  there is a net  decrease  in
                  Member  Nonrecourse Debt Minimum Gain attributable to a Member
                  Nonrecourse Debt during any fiscal year, each Member who has a
                  share of the Member Nonrecourse Debt Minimum Gain attributable
                  to such Member Nonrecourse Debt, determined in accordance with
                  Treasury   Regulationsss.1.704-2(i)(5),   shall  be  specially
                  allocated  items of Company  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 Member
                  Nonrecourse  Debt,  determined  in  accordance  with  Treasury
                  Regulationsss.1.704-2(i)(4).  For  purposes  of  this  Section
                  4.5.2,  "Member  Nonrecourse  Debt" shall have the meaning set
                  forth in treasury  Regulations  ss.1.704-2(b)(4)  for "partner
                  nonrecourse debt," and "Member  Nonrecourse Debt Minimum Gain"
                  shall mean an amount,  with respect to each Member Nonrecourse
                  Debt,  equal to the  Partnership  Minimum  Gain of the Company
                  that would result in such Member Nonrecourse Debt were treated
                  as a Nonrecourse  Liability,  determined  in  accordance  with
                  Treasury  Regulations  ss.1.704-2(i)(3).  Special  allocations
                  made  under  this  Section  4.5.2  shall be made to Members in
                  proportion to the respective  amounts required to be allocated
                  to each  Member.  The items of  Company  income and gain to be
                  specially   allocated   under  this  Section  4.5.2  shall  be
                  determined       in       accordance       with       Treasury
                  Regulationsss.ss.1.704-2(j)(2).

            4.5.3 If any Member  unexpectedly  receives  any  adjustment  in any
                  fiscal year of the Company that  results in a deficit  balance
                  in the Member's Capital Account, the Member shall be specially
                  allocated  items of Company  income and gain  (consisting of a
                  pro rata  share of each item of  Company  income  and gain for
                  such  fiscal  year) in an  amount  and  manner  sufficient  to
                  eliminate the deficit balance in the Member's  Capital Account
                  as  quickly  as  possible.  However,  the  special  allocation
                  provided  in this  Section  4.5.3 shall be made only if and to
                  the  extent  that the  affected  Member  would  have a deficit
                  balance  in the  Member's  Capital  Account  after  all  other
                  allocations  provided  for in this Section 4 have been made as
                  if Section  4.5.4 and this Section 4.5.3 were not part of this
                  Agreement.





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            4.5.4 If any Member has a deficit  balance in the  Member's  Capital
                  Account  at the end of any  fiscal  year of the  Company in an
                  amount  that  exceeds the sum of (a) the amount such Member is
                  obligated  to  restore  pursuant  to  any  provision  of  this
                  Agreement,  and (b) the  amount  such  Member  is deemed to be
                  obligated  to  restore  pursuant  to  the  next  to  the  last
                  sentences  of  Treasury   Regulationsss.ss.1.704-2(g)(1)   and
                  1.704-2(i)(5),  each such Member shall be specially  allocated
                  items of Company  income and gain in the amount of such excess
                  as quickly as possible  pro-rata in accordance with the amount
                  of such deficits.  However, the special allocation provided in
                  this Section 4.5.4 shall be made with respect to a Member only
                  if and to the extent that the  affected  Member  would have an
                  excess  deficit  balance in the  Member's  Capital  Account as
                  described  in this Section  4.5.4 after all other  allocations
                  provided  for in this  Section 4 have been made as if  Section
                  4.5.3 and this Section 4.5.4 were not part of this Agreement.

            4.5.5 Nonrecourse deductions, as defined in Treasury Regulations ss.
                  1.704-2(b)(2),  for any fiscal  year of the  Company  shall be
                  specially  allocated  among the Members in  proportion to each
                  Member's respective share of losses under Section 4.2.

            4.5.6 Any Member  Nonrecourse  Deductions for any fiscal year of the
                  Company  shall be specially  allocated to the Member who bears
                  the  economic   risk  of  loss  with  respect  to  the  Member
                  Nonrecourse Debt to which such Member  Nonrecourse  Deductions
                  are  attributable in accordance  with Treasury  Regulationsss.
                  1.704-2(i)(1).  For  purposes of this Section  4.5.6,  "Member
                  Nonrecourse  Deductions"  shall have the  meaning set forth in
                  Treasury Regulationsss.ss.  1.704-2(i)(1) and 1.04-2(i)(2) for
                  "partner  nonrecourse  deductions,"  and  "Member  Nonrecourse
                  Debt"   shall  have  the   meaning   set  forth  in   Treasury
                  Regulationsss. 1.704-2(b)(4) for "partner nonrecourse debt."

            4.5.7 If an adjustment to the adjusted tax basis of any asset of the
                  Company  required  under IRC ss.ss.  734(b) or 743(b)  must be
                  taken   into   account,    under   Treasury   Regulation   ss.
                  1.704-1(b)(2)(iv)(m),  in determining the Capital  Accounts of
                  Members,  the amount of the adjustment to the Capital Accounts
                  shall  be  treated  as an  item of  gain  (if  the  adjustment
                  increases  basis) or loss (if the adjustment  decreases basis)
                  and such  gain or loss  shall be  specially  allocated  to the
                  Members in a manner  consistent with the manner in which their
                  Capital  Accounts  are  to  be  adjusted  under  the  Treasury
                  Regulations.

      4.6   Regulatory Allocations. The allocations set forth in Section 4.4 and
            Section 4.5 ("Regulatory  Allocations")  are intended to comply with
            requirements  of the Treasury  Regulations  and shall be interpreted
            accordingly.  The Members desire that, to the extent  possible,  all
            Regulatory  Allocations  be  offset  either  with  other  Regulatory
            Allocations  or with special  allocations  of other items of Company
            income,   gain,  loss,  or  deduction.   Notwithstanding  any  other
            provision  of  Section 4 (other  than the  Regulatory  Allocations),
            offsetting  special  allocations of Company  income,  gain,  loss or
            deduction  shall be made in whatever  manner the Members  reasonably
            determine appropriate so that, after such offsetting allocations are
            made, the Capital Account of each Member is, to the extent possible,
            equal  to the  Capital  Account  the  Member  would  have had if the
            Regulatory Allocations were not part of this Agreement and all items
            of Company income, gain, loss, deduction,  and credit were allocated
            pursuant to Section 4.2.

5.    Distributions

      5.1   Distributions  to  Members.  Within  90 days  after  the end of each
            fiscal  year,  the Company  shall make a  distribution  in an amount
            equal  50% of the  available  cash  flow  after  debt  service.  The
            Company's  obligation to make such a distribution  is subject to the
            restrictions  governing  distributions  under the Limited  Liability
            Company Act of the State of Alaska,  Alaska Statute ss. 10.50.010 et
            seq. Any distribution  pursuant to this Section 5.1 shall be made to
            the Members in proportion to Percentage Interests.


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      5.2   Other  Distributions.   The  Members  shall,  not  less  often  than
            quarterly,  review the financial operations and cash position of the
            Company and may, subject to the restrictions governing distributions
            under the Limited  Liability  Company Act of the State of Alaska and
            the consent of each of the Members,  cause the Company to distribute
            any cash that is in excess of the amount that the Members  determine
            is reasonably needed by the Company.

      5.3   Tax Distributions. At least 10 days before the payment of a periodic
            installment  of  estimated  tax is  required to be made by a Member,
            whether federal, state and/or local tax, where the amount to be paid
            by such Member is greater  than the amount  such  Member  would have
            been  obligated to pay if such Member did not own an interest in the
            Company  (an  "Additional  Tax  Payment"),  then the  Company  shall
            distribute  cash to the Members,  pro rata in accordance  with their
            Percentage  Interests,  until each  Member has  received at least an
            amount  equal  to  the  difference  between  (x)  the  amount  of an
            Additional  Tax  Payment  due  from  such  Member,   minus  (y)  the
            difference (if and only if a positive  number) between the aggregate
            amount of  distributions  heretofore made to such Member pursuant to
            Section 5.3 minus the aggregate  amount of  Additional  Tax Payments
            theretofore made by the Member. Any amount  distributed  pursuant to
            this  Section  5.3 shall be treated as a loan by the  Company to the
            Members and shall be  deducted  from any future  distributions  that
            would  otherwise be made to such Members  pursuant to Sections  5.1,
            5.2 and 12.3.  The Members and the Managers  shall  cooperate in all
            respects to provide each other with all requisite  information  such
            that the amount of tax  distributions due to the Members pursuant to
            this Section 5.3 may be determined.

6.    Administration of Company Business

            6.1.1 Management.  The business and affairs of the company  shall be
                  managed exclusively by its designated manager (the "Manager").
                  The Manager  shall  direct,  manage and control the Company to
                  the best of its ability and,  subject to Section 6.1.2,  shall
                  have full and complete authority, power and discretion to make
                  any and all  decisions  and to do any and all things  that the
                  Manager  reasonably  deems to be  required to  accomplish  the
                  business and objectives of the performance of its duties under
                  this Agreement.  The Manager shall at all time act in the best
                  interests of the Company and its Members.

            6.1.2.Approval of the Members.  The following actions of the Company
                  shall require the approval of all Members of the Company:

                  (a)   The entering into of any transactions with Affiliates of
                        either Member; "Affiliate" means an individual or entity
                        that  directly,  or  indirectly,  through  one  or  more
                        intermediaries,  controls  or is  controlled  by,  or is
                        under common control with, any Member;

                  (b)   The establishment of an annual budget,  and any material
                        deviations  therefrom  (or  from  the  initial  business
                        plan);




                                       9
<PAGE>

                  (c)   The  hiring  of,  and   entering   into  of   employment
                        agreements with, executive personnel;

                  (d)   Any  amendment  or  repeal  of  any  provision  of,  any
                        addition  of  provisions   to,  or  any  waiver  of  any
                        provision of, this Agreement,  the Company's Articles of
                        Organization or other organizational documents;

                  (e)   Any acquisitions,  by way of asset  acquisition,  stock,
                        partnership or other equity interest acquisition, merger
                        or similar  transaction,  of another business enterprise
                        by the Company;

                  (f)   Any transaction or series of transactions  involving the
                        sale of all or a  substantial  portion  of the  business
                        operations of the Company,  whether by sale of interests
                        or  sale  of   assets   of  the   Company   and/or   its
                        subsidiaries,   merger,   or  any   combination  of  the
                        foregoing;

                  (g)   Any joint venture, partnership or similar arrangement by
                        the Company;

                  (h)   Any loan,  guarantee or other extension of credit by the
                        Company other than in the ordinary course of business;

                  (i)   Any  material  change  in the  nature  of  the  business
                        conducted by the Company;

                  (j)   The selection of officers of the Company;

                  (k)   The  dissolution,  liquidation  or  termination  of  the
                        Company;

                  (l)   Filing a petition  seeking  relief for the Company under
                        any law for the relief of debtors;

                  (m)   The incurrence, renewal, refinancing,  prepayment (other
                        than  mandatory   repayments)  of  any  indebtedness  or
                        amendment  of the terms of  indebtedness  of the Company
                        other than (i) trade or working capital debt incurred in
                        the   ordinary   course   of   business   and  (ii)  any
                        indebtedness   that  Goldbelt  may  obtain  pursuant  to
                        Section 2.1;

                  (n)   Any  redemption,  purchase  for  cancellation  or  other
                        acquisition by the Company of any equity interest in the
                        Company or any of its subsidiaries;

                  (o)   The  organization  or  creation  of any  new  direct  or
                        indirect subsidiaries of the Company;

                  (p)   Any merger, consolidation, combination or reorganization
                        of the Company; and

                  (q)   Entering into any agreement, arrangement, undertaking or
                        commitment  to  take  any  of  the  foregoing  steps  or
                        actions.



                                       10
<PAGE>



      6.2   Number  Tenure,  and  Qualifications.  The initial  Manager shall be
            Goldbelt. Goldbelt shall not be entitled to resign as Manager of the
            Company for a period of five years commencing on the date hereof. In
            the event  Goldbelt  resigns  during  such  period,  Goldbelt  shall
            forfeit its entire  interest in the Company.  The number of Managers
            shall  be  fixed  from  time to time  by the  affirmative  vote of a
            majority of the Members but in no instance shall there be fewer than
            one manager.  Each Manager  shall be appointed and hold office until
            resignation  or removal from office by the vote of a majority of the
            Members. Manager(s) need not be residents of the State of Alaska.

      6.3   Certain Powers of the Manager.  Subject to Section 6.1.2 and without
            limiting the  generality of Section  6.1.1 above,  the Manager shall
            have the power and authority, on behalf of the Company:

            6.3.1 To acquire property;

            6.3.2 To  purchase  liability  and other  insurance  to protect  the
                  Company's property and business;

            6.3.3 To hold and own real and  personal  properties  in the name of
                  the Company;

            6.3.4 To  invest  any  Company  funds in time  deposits,  short-term
                  governmental   obligations,   commercial   paper,   or   other
                  investments;

            6.3.5 Upon the  affirmative  vote of all of the Members,  to sell or
                  otherwise dispose of all or substantially all of the assets of
                  the  Company in a single  transaction  or plan so long as such
                  disposition  does not  violate  or  otherwise  cause a default
                  under any other  agreement  under  which  the  Company  may be
                  bound;

            6.3.6 To employ  accountants,  legal counsel,  managing  agents,  or
                  other  experts  to perform  services  for the  Company  and to
                  compensate them from Company funds;

            6.3.7 To act as the "tax matters  partner"  pursuant to Section 6231
                  of the Code.

      6.4   Authority to Bind the Company. Unless authorized in writing to do so
            by this Agreement or by a Manager, no Member,  agent, or employee of
            the Company shall have any power or authority to bind the Company in
            any way,  to pledge  its  credit  or to  render  it  liable  for any
            purpose.




                                       11
<PAGE>


      6.5   Meetings.  A meeting of the Members  shall be held once each year in
            Juneau,  Alaska every October. The Company shall reimburse Spitz for
            the cost of  sending  not  more  than  two  representatives  to each
            meeting  (although  Spitz may send more  representatives  at Spitz's
            cost).  The  purpose  of the  meetings  shall be for the  Members to
            review the current operations and finances of the Company,  to adopt
            an  annual  budget  and  to  discuss  the  future  direction  of the
            operations  and  finances  of the  Company  and of  its  hiring  and
            training program(s).

      6.6   Member  Actions.   Notwithstanding  any  other  provisions  of  this
            Agreement,  if all of the  Members  shall hold a meeting at any time
            and place,  such meeting shall be valid without call or notice,  and
            any lawful  action taken at such meeting  shall be the action of the
            Members. Any action required or permitted to be taken by the Members
            at a meeting  may be taken  without a meeting if consent in writing,
            describing  the action taken,  is signed by all of the Members.  Any
            such written  consent shall be included in the Company's  records of
            meetings.  Meetings  of  the  Members  may  be  held  by  conference
            telephone  or by any  other  means of  communication  by  which  all
            participants can hear each other simultaneously  during the meeting,
            and such  participation  shall constitute  presence in person at the
            meeting.

      6.7   Budgets. The Manager shall prepare an operating budget and a capital
            expenditure  budget  for the  Company  for each  fiscal  year of the
            Company,   beginning  with  the  first  fiscal  year  following  the
            effective date of this Agreement. Such budgets will not be effective
            unless approved by all Members.  No Manager or Member shall make any
            expenditure  or take any action  during a fiscal  year  unless it is
            consistent with the approved operating budget and capital budget for
            that fiscal year, except with the prior consent of all the Members.

      6.8   Devotion of Time; Outside Activities.

            6.8.1 Spitz is engaged in other businesses and activities  occupying
                  a  substantial  portion  of its  time.  Accordingly,  Spitz is
                  required to devote to the business of the Company only so much
                  of  Spitz's  time  and  attention  as Spitz  reasonably  deems
                  necessary  or  advisable.  Except  as  otherwise  provided  in
                  Section  14.1,  Spitz  may,  during  the  continuance  of  the
                  Company,  engage in any  activity  for  Spitz's  own profit or
                  advantage  without  the consent of  Goldbelt,  and neither the
                  Company  nor  Goldbelt  shall  have any right to any income or
                  profit derived from such activity.

            6.8.2 Goldbelt  is  engaged  in  other   businesses  and  activities
                  occupying  a  substantial  portion  of its time.  Accordingly,
                  Goldbelt is required to devote to the  business of the Company
                  only so much of  Goldbelt's  time and  attention  as  Goldbelt
                  reasonably  deems necessary or advisable.  Except as otherwise
                  provided in Section 14.2, Goldbelt may, during the continuance
                  of the  Company,  engage in any activity  for  Goldbelt's  own
                  profit or advantage  without the consent of Spitz, and neither
                  the  Company  nor Spitz  shall have any right to any income or
                  profit derived from such activity.

      6.9   Banking  Affiliation.  The Company shall  maintain  accounts at such
            banks  and  other  financial  institutions,  as  the  Members  shall
            determine.  All  funds  of the  Company  shall be  deposited  in the
            Company's   name  and  shall  be  withdrawn   from  such   financial
            institutions upon the signature of such individual or individuals as
            may be designated by the Manager from time to time.




                                       12
<PAGE>


      6.10  Indemnification.  The Company shall indemnify each of the Members to
            the extent permissible under the laws of the State of Alaska, as the
            same exist or are hereafter  amended,  against all liability,  loss,
            and costs (including, without limitation, attorney fees) incurred or
            suffered by such  Member by reason of or arising  from the fact that
            such Member is or was a member of the  Company,  or is or was at the
            request  of the  Company  serving as a  manager,  member,  director,
            officer, trustee,  employee, or agent of another foreign or domestic
            limited liability company, corporation,  partnership, joint venture,
            trust, benefit plan, or otherwise (the "Indemnified Party"), if such
            Indemnified  Party acted in good faith and in a manner in which such
            Indemnified Party reasonably  believed to be in the best interest of
            the  Company.  The Company  may, by action of the  Members,  provide
            indemnification,  as provided  above, to employees and agents of the
            Company who are not Members.  The  indemnification  provided in this
            section  shall not be  exclusive  of any  other  rights to which any
            person  may be  entitled  under any  statute,  bylaw,  agreement  or
            resolution of Members, by contract or otherwise.

7.    Accounting

      7.1   Books and Records. The Company shall keep adequate records and books
            of account and shall  maintain  them in  accordance  with  generally
            accepted  accounting  principles.  The Members  shall  cause  annual
            financial  statements  of the  Company to be  prepared,  which shall
            include a balance  sheet,  a profit  and loss  statement,  cash flow
            statement,  and such  supporting  statements as the Members may from
            time to time deem  relevant.  The  Company's  books and  records  of
            account,  financial statement,  federal, state, and local income tax
            returns for the three most recent fiscal years,  a register  showing
            current names and addresses of the Members,  a copy of the Company's
            Articles  of  Organization  and any  amendments  thereto,  and  this
            operating  agreement  shall  be  maintained  by the  Members  at the
            principal office of the Company. Each Member shall at all times have
            access to all such books and records.

      7.2   Method of  Accounting.  The books of account of the Company shall be
            kept on an accrual basis.

      7.3   Accounting  Year.  The books of account of the Company shall be kept
            on a calendar  year basis.  The taxable year of the Company shall be
            the calendar year.

      7.4   Income Tax Information. The Company shall timely furnish each Member
            with information pertaining to the Company's taxable income or loss,
            including  but not limited to the  informational  tax returns of the
            Company  and  the  Schedule  K-1  applicable  to such  Member.  Such
            information  shall  show each  Member's  distributive  share of each
            class of income,  gain, loss,  deduction,  or credit of the Company.
            Such  information  shall be  furnished  to the Members as soon as is
            practicable following the close of the Company's taxable year.

      7.5   Tax  Matters  Member.  Goldbelt  shall  serve  as the  "tax  matters
            partner" of the Company.




                                       13
<PAGE>


      7.6   Annual Accounting. Within 90 days after the end of each fiscal year,
            the  Company  shall  provide  all  Members  with  an  annual  report
            containing  a balance  sheet as of the end of that  fiscal  year and
            statements of income or loss,  Members' equity,  and cash flow. Such
            financial  statements shall be prepared in accordance with generally
            accepted accounting  principles,  consistently applied in accordance
            with the  accrual  method of  accounting  and shall be  audited by a
            certified  public  accountant  who  is  mutually  acceptable  to the
            Members.

8.    Dissolution of Company.

      8.1   Events Causing Dissolution.  Except as otherwise provided in Section
            10.10,  the Company  shall be  dissolved  (within the meaning of the
            Limited  Liability Company Act of the State of Alaska) by any of the
            following events of dissolution:

            (a)   By the express will of a Member,  evidenced by written  notice
                  of such Member's  intention to withdraw from the Company given
                  at the time and in the manner specified in Section 9;

            (b)   By the express will of all Members who have not assigned their
                  interests or suffered them to be charged their separate debts,
                  evidenced by a written instrument of dissolution signed by all
                  such Members;

            (c)   By the  occurrence of any event that makes it unlawful for the
                  business of the Company to be carried on or for the Members to
                  carry on the business of the Company;

            (d)   By the dissolution of a Member;

            (e)   By the occurrence of any of the following events of bankruptcy
                  to a Member:

                  (i)   The  Member  makes  an  assignment  for the  benefit  of
                        creditors;

                  (ii)  The Member files a voluntary petition in bankruptcy;

                  (iii) The Member is adjudicated a bankrupt or insolvent;

                  (iv)  The Member  files a petition  or answer  seeking for the
                        Member  any  reorganization,  arrangement,  composition,
                        readjustment,   liquidation,   dissolution,  or  similar
                        relief  under any  statute,  law,  or  regulation,  or a
                        proceeding against the Member seeking such relief is not
                        dismissed within 120 days after the commencement of such
                        proceeding;

                  (v)   The Member files an answer or other  pleading  admitting
                        or failing to contest  the  material  allegations  filed
                        against the Member in any  proceeding  of the  foregoing
                        nature; or




                                       14
<PAGE>


                  (vi)  The Member  seeks,  consents  to, or  acquiesces  in the
                        appointment of a trustee, receiver, or liquidator of the
                        Member or of all or any substantial part of the Member's
                        property,  or  the  appointment,  without  the  Member's
                        consent, of such a trustee,  receiver,  or liquidator is
                        not  vacated  or  stayed   within  120  days  after  the
                        appointment or after the expiration of the stay;

            (f)   By the bankruptcy of the Company.

      8.2   Cross-References;  Definitions.  The  provisions of Section 10 shall
            govern the effect of any  dissolution  described  in any of Sections
            8.1(a),  8.1(d) or 8.(e) and the relative  rights and obligations of
            the  Members.  For the purposes of this Section 8 and Sections 9, 10
            and 11:

            (a)   The term "Withdrawing  Member" refers to a Member described in
                  any of Sections 8.1(a),  8.1(d),  or 8.1(e),  and includes the
                  successors  in  interest of a dissolved  Member  described  in
                  Section 8.1(d).

            (b)   The term  "Remaining  Member"  refers to the Member other than
                  the Withdrawing Member.

            (c)   The term "Effective Date of Withdrawal"  refers to dissolution
                  of the Company under any of Sections 8.1(a), 8.1(d) or 8.1(e).

      8.3   Winding up of Company. In the event of dissolution  described in any
            of Sections 8.1(b),  8.1(c),  or 8.1(f),  the affairs of the Company
            shall be wound up and its assets and  properties  distributed in the
            manner provided by Section 12.

9.    Withdrawal of a Member.  Each Member shall have the right to withdraw from
      the Company  after  January 31,  2004,  by giving  written  notice of such
      intention to withdraw to the Company and to the Remaining Member not later
      than six months prior to the Effective  Date of Withdrawal.  Otherwise,  a
      Member may not voluntarily withdraw from the Company.

10.   Option to Wind Up or Continue Company Following Dissolution

      10.1  Scope. The provisions of this Section 10 all apply in the case of an
            event of dissolution described in any of Sections 8.1(a), 8.1(d), or
            8.1(e).

      10.2  Effect of  Dissolution.  Except as provided  in this  Section 10, no
            event of dissolution described in any of Section 8.1(a),  8.1(d), or
            8.1(e) shall terminate the Company or require or entitle the Company
            or any  Member  or  Members  to wind  up the  Company  business  and
            affairs.




                                       15
<PAGE>


      10.3  Election of Remaining  Member.  Upon the  occurrence  of an event of
            dissolution described in any of Sections 8.1(a),  8.1(d), or 8.1(e),
            the Remaining  Member may elect to continue the business and affairs
            of the Company,  either by itself or in association with others, and
            to purchase the interest in the Company of the Withdrawing Member by
            giving  written  notice of such  intention  not  later  than 60 days
            following  the  Effective  Date  of  Withdrawal  of the  Withdrawing
            Member.  The business may be continued by the Remaining  Member only
            if the Remaining Member or the Company purchases the interest in the
            Company of the Withdrawing  Member.  The purchase of the interest of
            the Withdrawing Member shall be made at the time, in the manner, for
            the price,  and on the terms  specified in Section 11. The Remaining
            Member's ordering an appraisal of the interest in the Company of the
            Withdrawing  Member  shall  not alone be  deemed  to  constitute  an
            election by the  Remaining  Member to purchase  the  interest of the
            Withdrawing Member.

      10.4  Continuation of Company  Business.  Upon the timely giving of notice
            as provided by Section 10.3, the Remaining Member,  either by itself
            or in  association  with  others,  shall be entitled to continue the
            business and affairs of the Company and for that purpose may possess
            the Company property and continue to use the Company name.

      10.5  Winding Up Company Business. In the event the Remaining Member fails
            to give  timely  notice as  provided  in Section  10.3,  or fails to
            purchase  the interest in the Company of the  Withdrawing  Member at
            the time, in the manner, for the price, and upon the terms specified
            in Section 11, the Members shall proceed with reasonable  promptness
            to wind up the  business  and affairs of the  Company in  accordance
            with the provisions of Section 12.

11.   Purchase and Sale of Company Interest of Withdrawing Member

      11.1  Scope. This Section 11 governs the time, manner, price, and terms at
            and upon  which the  Remaining  Member who has given  timely  notice
            under  Section 10.3 shall  purchase or cause the Company to purchase
            the interest in the Company of a Withdrawing Member.

      11.2  Purchase Price. The purchase price of the interest in the Company of
            the  Withdrawing  Member  shall be  determined  by  agreement of the
            Withdrawing  Member and the  Remaining  Member.  If the  Members are
            unable  to  agree  on a  purchase  price  for  the  interest  by the
            expiration of 30 days following the giving of the notice provided in
            Section  10.3,  the value of the  interest  shall be  determined  by
            appraisal,  and the  purchase  price for the  interest  shall be the
            appraised  value thereof.  In determining the appraised value of the
            interest in the Company of the Withdrawing  Member,  (i) no discount
            will be  applied by virtue of either  the lack of  marketability  of
            such  interest or the fact that such  interest is not a  controlling
            interest in the Company,  and (ii) no premium will be  attributed by
            virtue of the fact  that  such  interest  represents  a  controlling
            interest in the Company.

      11.3  Appraisal  Procedure.  If an  appraisal  is  required,  it  shall be
            conducted as follows:

            (a)   The  Withdrawing  Member  shall give  notice to the  Remaining
                  Member of the names of at least three appraisers acceptable to
                  the Withdrawing  Member, and the Remaining Member shall select
                  an  appraiser  from that  list,  who shall  appraise  the fair
                  market value of the interest in the Company of the Withdrawing
                  Member.  All appraisers  included on the Withdrawing  Member's
                  list shall be  Accredited  Senior  Appraisers as designated by
                  the American  Society of Appraisers,  or shall have comparable
                  experience.




                                       16
<PAGE>


            (b)   Within 90 days after selection of an appraiser,  the appraiser
                  shall  determine  the fair market value of the interest in the
                  Company of the  Withdrawing  Member on the  Effective  Date of
                  Withdrawal.  Such  appraisal  shall be conducted in accordance
                  with the standards and guidelines of the Uniform  Standards of
                  Professional  Appraisal  Practice.  In determining such value,
                  the appraiser shall consider, among other things (i) the value
                  of the Company as a going concern and the Percentage  Interest
                  of the  Withdrawing  Member,  and (ii) if greater,  the amount
                  that the Withdrawing  Member would receive upon the winding up
                  of the Company,  and shall be limited by the  restrictions set
                  forth in the last sentence of Section 11.2 above. The value of
                  the interest of the  Withdrawing  Member as  determined by the
                  appraiser shall be binding upon the Withdrawing Member and the
                  Remaining Member.

            (c)   The decision of the appraiser shall be in writing and shall be
                  dated. A copy of the decision  shall  immediately be delivered
                  to the Withdrawing Member and the Remaining Member.

            (d)   All costs of the appraisal  shall be borne by the  Withdrawing
                  Member  and  the  Remaining  Member  in  proportion  to  their
                  respective Percentage Interests.

      11.4  Terms of Payment.  The purchase price  determined under Section 11.2
            shall be payable in cash.

      11.5  Assignment;  Indemnification.  Contemporaneously  with  the  payment
            under Section 11.4, the Withdrawing Member shall execute and deliver
            such  instruments,  with full  covenants  of  warranty,  as shall be
            effective to transfer and assign the entire  interest in the Company
            of the Withdrawing Member to the Remaining Member.

      11.6  No Other Interest or Profits. Except for payments expressly provided
            for in this Section 11,  neither a Withdrawing  Member nor any legal
            representative of a Withdrawing  Member shall be entitled to receive
            from the  Remaining  Member or the  Company any amount in respect of
            the Withdrawing  Member's  interest in the Company except the amount
            of any  distributions  made to the  Withdrawing  Member prior to the
            Effective Date of Withdrawal.

      11.7  Documentation.  In order to give  effect to the  provisions  of this
            Section 11, each of the Members,  for such Member and such  Member's
            successors and assigns, agrees to execute,  acknowledge, and deliver
            any instruments, agreements, and other documents reasonably required
            to effect the purchase and the sale, transfer, and assignment of any
            interest in the Company  subject to this Section 11,  including  but
            not limited to all such deeds,  bills of sale, and other instruments
            of  transfer  and  conveyance  as a title  insurer  may require as a
            condition to insuring  that title to any Company  property is vested
            in  the  Remaining  Members,  or in  the  Company  as  reconstituted
            following  the purchase and sale of an interest in the Company under
            this Agreement.

12.   Winding Up Company Business and Affairs

      12.1  Scope.  This  Section  12  applies  in case an event of  dissolution
            described in any of sections 8.1(b),  8.1(c) or 8.1(f);  in the case
            described in Section 10.5;  and in the case of the expiration of the
            term of the Company as provided in Section 1.7.




                                       17
<PAGE>


      12.2  Winding  Up.  In any case to which  this  Section  12  applies,  the
            Members  (exclusive of any Member whose  interest has been purchased
            under Section 11) shall proceed with  reasonable  promptness to wind
            up the business  and affairs of the Company and to complete  Company
            transactions  begun but not then complete,  and may, in the exercise
            of their business judgment and if commercially reasonable, determine
            to sell or not to sell  assets of the  Company.  In the event of the
            case  described  in Section  10.5 above,  the  Company  shall hire a
            reputable  investment  banking firm  reasonably  satisfactory to the
            Members to attempt to arrange for the sale of the Company as a going
            concern as part of the  winding up of the  Company  pursuant to this
            Section 12.

      12.3  Distribution  of  Assets.  The  assets  of  the  Company  (including
            proceeds  from  the  sale of any  assets  of the  Company)  shall be
            applied and distributed in the following order of priority.

            12.3.1To  creditors,  including  Members who are  creditors,  to the
                  extent permitted by law, in satisfaction of liabilities of the
                  Company.

            12.3.2To the setting up of any reserves  that the Members  determine
                  to be reasonably  necessary for contingent,  unliquidated,  or
                  unforeseen liabilities or obligations of the Company or of the
                  Members arising out of or in connection with the Company. Such
                  reserves may, in the  discretion of the Members,  be paid over
                  to an escrow agent  selected by the Members to be held by such
                  agent as escrow for the purposes of  disbursing  such reserves
                  to satisfy  liabilities and  obligations,  as set forth above,
                  and at the  expiration  of  such  period  as the  Members  may
                  reasonably deem advisable,  distributing any remaining balance
                  as provided below; provided, however, that, to the extent that
                  it shall have been  necessary,  by reason of applicable law or
                  regulation,  to  create  any  reserves  prior  to any  and all
                  distributions  which would otherwise have been made under this
                  Section 12.3.2 and, by reason  thereof,  a distribution  under
                  Section  12.3.1  above  has not been  made,  then any  balance
                  remaining  shall  first be  distributed  pursuant  to  Section
                  12.3.1 above.

            12.3.3To Members pro rata in accordance  with the positive  balances
                  in  their   respective   Capital   Accounts  on  the  date  of
                  distribution.

      12.4  Gains or Losses in Winding Up;  In-Kind  Distributions.  Any gain or
            loss on  disposition  of Company assets in the process of winding up
            shall be credited or charged to the Members in the manner  specified
            in Section 4. Any property  distributed  in kind in the  liquidation
            shall be valued and treated for partnership  accounting  purposes in
            accordance with Treasury Regulationss.1.704-1 as though the property
            distributed  had been  sold at fair  market  value as of the date of
            distribution;  the  difference  between the fair market value of the
            property  distributed in kind and its book value shall be treated as
            a gain or loss on the sale of the property  distributed  in kind and
            shall be credited or charged to the Members in the manner  specified
            in Section 4. If the Members  cannot  agree on the fair market value
            of the  Company's  property for purposes of this Section  12.4,  the
            matter shall be determined by an independent  appraiser  selected by
            the  Member or Members  in charge of the  winding  up under  Section
            12.2, and the fair market value as so determined shall be conclusive
            and binding on the Company and the Members.




                                       18
<PAGE>


13.   Transfer of Company Interest

      13.1  Restriction on Transfer. Except as expressly permitted under Section
            11 or this  Section  13, no Member  shall  sell,  exchange,  assign,
            pledge,  give, or otherwise transfer or encumber in any manner or by
            any means whatsoever,  whether by operation of law or otherwise, all
            or any  part of  such  Member's  interest  in the  Company,  without
            complying  with  the  remaining  provisions  of this  Section  13 or
            without  obtaining  the prior  written  consent of the other Member.
            Additionally,  notwithstanding  anything  in  Section  13.2  to  the
            contrary,  in no event shall a Member  transfer  its interest in the
            Company  prior to  January  31,  2004.  Any  purported  transfer  in
            violation of this  Agreement  shall be null and void and of no force
            and effect.

      13.2  Right of Refusal.  Any Member who receives a bona fide written offer
            upon  specific  terms and  conditions to purchase all or any part of
            such  Member's  interest,  and who wishes to accept  such offer (the
            "Selling  Member"),  shall promptly  provide  written notice of such
            offer (the "Notice") to the other Member (the "Nonselling  Member").
            Such Notice shall state with specificity the name and address of the
            person(s) desiring to purchase the interest in the Company, together
            with the price and terms of payment.  A copy of such bona fide offer
            of  purchase  shall  accompany  the  Notice.  Such Notice also shall
            contain the offer of the Selling Member to sell the Selling Member's
            interest in the Company described in the bona fide offer of purchase
            to the  Nonselling  Member at the  price and on the other  terms and
            conditions  set  forth in the bona  fide  offer of  purchase.  For a
            period of 30 days  after the  giving of such  Notice by the  Selling
            Member,  the  Nonselling  Member shall have the option to accept the
            offer of the  Selling  Member and to  purchase  the  interest in the
            Company of the Selling  Member  described  in the bona fide offer of
            purchase  upon the terms and  conditions  set forth in the bona fide
            offer of purchase. Such option shall be exercisable by the giving of
            written notice of acceptance,  signed by the Nonselling  Member,  to
            the Selling Member, within such 60-day period.

                  Sale of such  interest  shall  be made at the  offices  of the
            Company on a mutually satisfactory business day within 30 days after
            the  expiration  of the aforesaid  60-day offer period.  Delivery of
            instruments  of transfer to the  purchasing  Member shall be made on
            such date as payment of the purchase  price  therefor.  If effective
            acceptance shall not be received within the 60-day period,  then the
            Selling  Member,  subject to the  remainder  of this Section 13, may
            sell any  remaining  part of its  interest  so offered for sale at a
            price not less than the price,  and on terms and conditions not more
            favorable to the  purchaser  thereof than the terms and  conditions,
            stated in the Notice at any time within 90 days after the expiration
            of the 60-day offer period.  In the event the remaining  interest is
            not sold by the  Selling  Member as  aforesaid  during  such  90-day
            period,  the right of the  Selling  Member  to sell  such  remaining
            interest  shall expire and the  obligations of this section shall be
            reinstated.




                                       19
<PAGE>


      13.3  Right of Co-Sale.  In the event of its receipt of a Notice  pursuant
            to Section 13.2 above, the Nonselling  Member, if not purchasing the
            interest in the Company of the  Selling  Member  pursuant to Section
            13.2  above,  shall  have the  additional  right,  exercisable  upon
            written notice to the Selling Member within 30 days after receipt of
            the Notice, to participate in the Selling Member's sale of interests
            in the Company to the third party described in the Notice,  pursuant
            to the  specified  terms and  conditions  of such bona fide  written
            offer. The right of participation of the Nonselling  Member shall be
            subject to the following terms and conditions:

            (i)   The Nonselling  Member  exercising rights of co-sale hereunder
                  may sell all or any part of its interests in the Company up to
                  that amount equal to the product  obtained by multiplying  (1)
                  the aggregate  number of Percentage  Interests  covered by the
                  bona fide written  offer by (2) a fraction,  the  numerator of
                  which is the number of Percentage  Interests at the time owned
                  by such Nonselling  Member and the denominator of which is the
                  sum of (x) the  number of  Percentage  Interests  owned by the
                  Selling  Member plus (y) the  aggregate  number of  Percentage
                  Interests at the time owned by the Nonselling Member.

            (ii)  The Nonselling  Member shall effect its  participation  in the
                  sale  by  promptly  delivering  to  the  Selling  Member  such
                  documentation  as is  reasonably  requested  by the bona  fide
                  third party offeror to effect the transfer of interests in the
                  Company.

            (iii) The  documentation  that the Nonselling Member delivers to the
                  Selling   Member   pursuant  to  Section   13.3(ii)  shall  be
                  transferred  to the  prospective  purchaser or  purchasers  in
                  consummation of the sale of interests in the Company  pursuant
                  to the terms and conditions specified in the bona fide written
                  offer,  and the Selling  Member shall  concurrently  therewith
                  remit  to the  Nonselling  Member  that  portion  of the  sale
                  proceeds to which the Nonselling  Member is entitled by reason
                  of its  participation  in such sale.  To the  extent  that any
                  prospective  purchaser or purchasers prohibits such assignment
                  or otherwise refuses to purchase interests in the Company from
                  the  Nonselling   Member  exercising  its  rights  of  co-sale
                  hereunder,   the  Selling   Member  shall  not  sell  to  such
                  prospective  purchaser  or  purchasers  any  interests  in the
                  Company unless and until,  simultaneously  with such sale, the
                  Selling Member shall purchase such shares or other  securities
                  from the  Nonselling  Member  for the  consideration  that the
                  Nonselling Member would have received but for such prohibition
                  or refusal.

            (iv)  The  exercise or  non-exercise  of the rights of a  Nonselling
                  Member  hereunder  to  participate  in one or  more  sales  of
                  interests  in the Company  made by a Selling  Member shall not
                  adversely affect its rights to participate in subsequent sales
                  of interests in the Company subject to this Section 13.3.

            (v)   If the Nonselling  Member elects to participate in the sale of
                  the  interests  in the  Company  subject  to the  Notice,  the
                  Selling Member may, not later than 90 days following  delivery
                  to the Company and the Nonselling Member of the Notice , enter
                  into an agreement providing for the closing of the transfer of
                  the  interests in the Company  covered by the Notice within 60
                  days of such  agreement on terms and  conditions  described in
                  such  Notice.  Any proposed  transfer on terms and  conditions
                  other  than  those  described  in the  Notice,  as well as any
                  subsequent  proposed  transfer of any of the  interests in the
                  Company by the Selling  Member,  shall again be subject to the
                  co-sale  rights of the  Nonselling  Member  and shall  require
                  compliance with the procedures described in this Section 13.3.




                                       20
<PAGE>


      13.4  Rights of Assignee. Any person to whom the entire remaining interest
            of a Member is  transferred  pursuant to Section  13.2 above  shall,
            automatically  and  without  the  requirement  of further  action on
            behalf of the Company or its members or managers, become a member of
            the Company. In accordance with the Limited Liability Company Act of
            the State of  Alaska,  no other  person to whom an  interest  in the
            Company is transferred or assigned shall be a Member or otherwise be
            entitled,  during the continuance of the Company,  to participate in
            the management or administration of the business or internal affairs
            of the  Company,  to require any  information  or account of Company
            transactions,  or to inspect the Company  books and records,  unless
            admitted as a Member with the consent of all Members. In such latter
            case,  the  assignee  shall  merely  be  entitled  to  receive,   in
            accordance with the terms of the assignment or other  transfer,  the
            profits,  losses,  and  distributions  to  which  the  assigning  or
            transferring Member would otherwise be entitled.

14.   Restrictions on Members

      14.1  Spitz's  Noncompetition   Agreement.   During  and  for  the  period
            commencing on the effective  date of this Agreement and ending three
            years following the earlier of (a) the purchase of the interest of a
            Member in the  Company by the other  Member or (b) the winding up of
            the business of the Company  pursuant to Section 12,  neither  Spitz
            nor any of its Affiliates shall directly or indirectly engage in the
            development  or  operation  of any  ImmersaVision(TM)  (or  similar)
            theater in the State of Alaska  without giving the Company the right
            of first refusal (on commercially  reasonable  terms) to pursue such
            operations.

      14.2  Goldbelt's  Noncompetition  Agreement.  During  and for  the  period
            commencing on the effective  date of this Agreement and ending three
            years following the earlier of (a) the purchase of the interest of a
            Member in the  Company by the other  Member or (b) the winding up of
            the business of the Company pursuant to Section 12, neither Goldbelt
            nor any of its Affiliates shall engage in any activities which shall
            compete with the business of the Company.

15.   Miscellaneous

      15.1  Waiver  of  Right  of  Dissolution  by  Court  Decree.  The  Members
            acknowledge  and agree that care has been taken in this Agreement to
            provide fair and reasonable  terms governing the dissolution of this
            Company.  Accordingly,  the Members  accept the  provisions  of this
            Agreement as the sole and  exclusive  basis for  dissolution  of the
            Company and the determination of the relative rights and obligations
            of the Members from and after  dissolution.  Each Member  waives and
            renounces its right to apply for a court decree of dissolution or to
            seek appointment by a court of a liquidator for the Company.

      15.2  Specific  Performance.  The Members declare that it is impossible to
            measure  in money the  damages  that will  accrue if a Member or the
            successors  or assigns of a Member should fail to perform any of the
            obligations  contained in this Agreement.  Therefore,  the terms and
            provisions of this Agreement may be specifically enforced in equity,
            and the parties hereby waive the claim or defense that the remedy at
            law is adequate for a breach of any of the terms and  provisions  of
            this Agreement.



                                       21
<PAGE>


      15.3  Amendment of  Agreement.  This  Agreement may be amended only by the
            written agreement of the Members.

      15.4  Notices.  Any notice,  consent, or other  communication  required or
            given or made under this Agreement  shall be in writing and shall be
            deemed  to  have  been   sufficiently   given  or  made  either  (i)
            immediately  when sent by facsimile  machine to the facsimile number
            noted  below,  or (ii)  upon  successful  delivery  when  personally
            delivered or mailed by certified mail, return receipt requested,  to
            the address and attention noted below:

                  Goldbelt:                 Goldbelt, Incorporated
                                            Attn: Joseph Beedle, President
                                            9097 Glacier Highway, Suite 200
                                            Juneau, Alaska 99801
                                            Facsimile: (907) 790-4999

                  Spitz:                    Spitz, Inc.
                                            P.O. Box 198
                                            U.S. Route 1
                                            Chadds Ford, Pennsylvania 19317
                                            Facsimile:  (610) 459-3830
                                            Attn: Mr. John Schran

                  with a copy (which shall not constitute notice) to:

                                            Finn Dixon & Herling LLP
                                            One Landmark Square
                                            Suite 1400
                                            Stamford, Connecticut 06901
                                            Facsimile: (203) 348-5777
                                            Attn: David I. Albin, Esq.

            Any member may change its address  for  notices by giving  notice of
            such change to the other Member in accordance with this section.

      1.5.5 Binding Effect. This Agreement shall be binding upon all parties and
            their estates, legal representatives,  heirs, devisees,  successors,
            and assigns,  provided that this Section 16.5 shall not be construed
            as a modification of the restrictions  against assignment  contained
            in this Agreement.

      15.6  Further  Assurances.  The Members  will  execute  and  deliver  such
            further  instruments  and do such  further acts and things as may be
            required to carry out the intent and purpose of this Agreement.

      15.7  Waiver.  No  waiver  of any  right  arising  out of a breach  of any
            covenant,  term or condition of this Agreement  shall be a waiver of
            any right arising out of any other or subsequent  breach of the same
            or  any  other  covenant,  term  or  condition  or a  waiver  of the
            covenant, term or condition itself.



                                       22
<PAGE>


      15.8  Entire  Agreement.  This Agreement  constitutes the entire agreement
            between  the  parties  and  supersedes  all  prior   agreements  and
            understandings  between them relating to the subject  matter of this
            Agreement, oral or written, all of which are hereby canceled.

      15.9  Partial Invalidity. If any provision of this Agreement is held to be
            invalid or  unenforceable,  all other provisions shall  nevertheless
            continue in full force and effect.

      15.10 Captions. The captions are inserted only for convenience and are not
            a part  of  this  Agreement  or a  limitation  of the  scope  of the
            particular section to which each refers.

      15.11 Gender and Number.  If the context of any section of this  Agreement
            so requires,  the  masculine,  feminine and neuter  genders shall be
            deemed to  include  the other or  others.  The  singular  and plural
            numbers shall each be deemed to include the other.

      15.12 Governing Law. This Agreement  shall be governed by and construed in
            accordance with the laws of the State of Washington.

      15.13 Authority.  Each individual  executing this Agreement on behalf of a
            corporation  warrants  that he is  authorized to do so and that this
            Agreement  will  constitute  the legally  binding  obligation of the
            corporation that the individual represents.

      15.14 Disputes.

      15.14.1 Senior Officers. Any claim or dispute between Goldbelt, whether as
            Manager  and/or a  Member,  on one  side,  and  Spitz on the  other,
            arising out of or in connection with this Agreement or any agreement
            entered into in connection with the transactions contemplated hereby
            (including  without limitation the Purchase Contract) or any alleged
            breach  hereof  or  thereof  (a  "Claim")  shall  be  submitted  for
            resolution  to the  Chief  Executive  Officer  of  Goldbelt  and the
            President of Spitz,  who shall meet in  Minneapolis,  Minnesota  (or
            such other location as they shall mutually  agree) within 20 days of
            such submission to seek in good faith an amicable settlement.

      15.14.2 Binding Arbitration.

                  (A) Governing Principles. Any Claim not settled by the parties
            within 40 days after  written  notice of the Claim is first given by
            either  party to the other shall be finally  settled by  arbitration
            under  the  Commercial  Arbitration  Rules  (the  "Rules")  and  the
            Guidelines for Expediting Larger, Complex Commercial Arbitrations of
            the American Arbitration  Association (the "AAA"), and judgment upon
            the award rendered in such  arbitration  may be entered in any court
            having  jurisdiction  over it. The arbitration shall be conducted in
            Minneapolis, Minnesota.




                                       23
<PAGE>


                  (B) Selection and Qualification of the Arbitrator. There shall
            be one  arbitrator  (referred to as the  "Arbitrator").  The parties
            shall endeavor to agree on the selection of an Arbitrator, but if no
            agreement has been reached within 40 days of claimant's  demand that
            the Arbitrator be selected the  Arbitrator  shall be selected by the
            AAA upon the  request of any party.  The  Arbitrator  shall  conduct
            himself/herself  as a neutral,  and be  subject to  disqualification
            pursuant  to  Section  19 of the  Rules.  The  Arbitrator  shall  be
            compensated  at his or her  normal  hourly or per diem rates for all
            time  spent in  connection  with  the  arbitration  proceeding,  and
            pending final award,  appropriate compensation and expenses shall be
            advanced equally by the parties.

                  (C) Preliminary  Hearing.  Within 15 days after the Arbitrator
            has been appointed,  a preliminary  hearing among the Arbitrator and
            counsel for the parties  shall be held for the purpose of developing
            a written  plan for the  management  of the  arbitration  that shall
            promote the efficient, expeditious and cost-effective conduct of the
            proceeding.

                  (D) Interim Relief from a Court. Any party may request a court
            to provide interim or provisional relief, and such request shall not
            be deemed  incompatible  with the  agreement  to  arbitrate  or as a
            waiver of that agreement.

                  (E) Powers of the Arbitrator and Arbitration  Procedures.  The
            Arbitrator   shall  permit  and  facilitate  such  discovery  as  it
            determines  is  appropriate,   including   prehearing   depositions,
            particularly of witnesses who will not appear, and orders to protect
            the confidentiality of proprietary  information,  trade secrets, and
            other  sensitive   information   disclosed  in  discovery.   Papers,
            documents  and  written  communications  shall be  delivered  by the
            parties directly to each other, the Arbitrator, and the AAA tribunal
            administrator.  The Arbitrator  shall actively manage the proceeding
            to make it fair,  expeditious,  economical  and less  burdensome and
            adversarial  than  litigation.  The Arbitrator may limit the issues,
            limit the time for each party to present its case, exclude testimony
            and  other  evidence  that  it  deems   irrelevant,   cumulative  or
            inadmissible,  and order that the direct  testimony  of witnesses be
            furnished by written sworn  statement.  All  documents  that a party
            proposes to offer in  evidence,  except for those  objected to by an
            opposing  party,  shall  be self  authenticated.  There  shall  be a
            stenographic transcript of the proceedings,  the cost of which shall
            be borne equally by the parties,  pending the final award. Any Claim
            submitted to arbitration  shall be resolved in accordance with Title
            9 of the U.S.  Code (U.S.  Arbitration  Act) which shall  govern the
            interpretation,   enforcement  and  proceedings   pursuant  to  this
            arbitration provision.



                                       24
<PAGE>



                  (F) Rendering of Award.  The award  rendered by the Arbitrator
            shall itemize the awards, shall not include punitive damages but may
            include all or a part of a party's  reasonable  attorneys' fees, and
            shall state the  reasoning on which it rests.  Before  rendering the
            final award,  the Arbitrator shall submit to the parties an unsigned
            draft of the proposed award,  and each party may deliver,  within 15
            days after  receipt of such draft,  a written  statement  of alleged
            errors of fact,  computation,  law or otherwise.  The Arbitrator may
            disregard  any  party's  statement  to  the  extent  that  it  is in
            substance  an  application  for  reargument.  Within  20 days  after
            receipt of such  statements,  the Arbitrator  shall render the final
            award.


                      GOLDBELT, INCORPORATED


                      By: /s/ Gary Droubay
                           Name: Gary Droubay
                           Title: President and Chief Executive Officer


                      SPITZ, INC.


                      By: /s/ Charles H. Holmes Jr.
                          -------------------------
                             Name: Charles H. Holmes Jr.
                                         Title: President