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                                                                    EXHIBIT 10.2



                    AMENDED AND RESTATED OPERATING AGREEMENT
                                      FOR
                                 C.C.R.L., LLC
                     A CALIFORNIA LIMITED LIABILITY COMPANY


         This Amended and Restated Operating Agreement (the "AGREEMENT"), is
effective as of January 1, 1997, by and among the parties listed on the
signature pages hereof (collectively referred to as the "MEMBERS" or
individually as a "MEMBER"), with reference to the following facts:

         A.      The Articles of Organization (the "ARTICLES") for C.C.R.L.,
LLC (the "COMPANY"), a limited liability company organized under the laws of
the State of California, were filed with the California Secretary of State on
July 17, 1995 and the original Operating Agreement for the Company was executed
as of July 17, 1995 by Creative Artists Agency, Inc., Codikow & Carroll, a
P.C., and Kevin Lyman Production Services, predecessor in interest to Kevin
Lyman Productions (the "FOUNDING MEMBERS").

         B.      The Founding Members have agreed to admit Vans, Inc. ("VANS")
as a member of the Company upon the terms and subject to the conditions of this
Agreement.

         C.      In connection with the admission of Vans, the Members desire
to amend and restate the Operating Agreement for the Company under the
Beverly-Killea Limited Liability Company Act as herein provided (the "ACT").

         NOW, THEREFORE, the Members by this Agreement set forth the Amended
and Restated Operating Agreement of the Company upon the terms and subject to
the conditions of this Agreement.


                                   ARTICLE I.

                             ORGANIZATIONAL MATTERS

         1.1.    Name.  The name of the Company shall be "C.C.R.L., LLC".  The
Company may conduct business under that name or any other name approved by the
Members.

         1.2.    Term.  The term of the Company commenced as of the date of
filing of the Articles and, unless sooner terminated under Section 9.1, shall
terminate on December 31, 2030.

         1.3.    Office and Agent.  The Company shall continuously maintain an
office and registered agent in the State of California as required by the Act.
The principal office of the Company shall be at 9113 Sunset Blvd., Los Angeles,
California 90069-3106, or such other location, either within or outside the
State of California, as the Members may determine from time to time. The
registered agent shall be as stated in the Articles or as otherwise determined
by the Members.
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         1.4.    Business of the Company.  The Company shall not engage in any
business other than the following without the approval of the Members:

                 (a)      the business of organization and promotion of the
         Vans Warped Tour, as such tour is presently constituted and as such
         tour may be modified from time to time as provided in this Agreement
         (the "TOUR"); and

                 (b)      such other activities related to the Tour as may be
         necessary or advisable to further exploit the Tour, including
         merchandising, records and other ancillary activities.


                                  ARTICLE II.

                             CAPITAL CONTRIBUTIONS

         2.1.    Capital Contributions.  Vans shall make a capital contribution
to the Company in the amount shown opposite its name on Exhibit A, attached
hereto, of which $250,000 shall be payable upon execution of this Agreement,
and $250,000 shall be payable on or before January 31, 1997. After adjusting
the capital accounts of the Members to reflect the fair market value of the
Company's assets, the Capital Account for each Member shall be as reflected on
Exhibit A.  Exhibit A shall be amended from time to time to reflect additional
capital contributions.  Except as provided in this Agreement, no Member shall
be required to make any additional contributions to the capital of the Company.
Except as provided in this Agreement, no Member may withdraw such Member's
capital contribution.  Of Vans' capital contribution, (i) up to $100,000 shall
be utilized to the extent necessary to re-acquire all rights to Tour
merchandise from Sony Merchandising, (ii) $150,000 shall be distributed to the
Founding Members in accordance with Section 5.2 hereof and (iii) the balance
shall be used for general working capital purposes.

         2.2.    No Return of Capital Contributions or Interest Thereon.
Except as may be otherwise specifically provided herein, a Member shall not be
entitled to the return of any part of such Member's capital contributions or to
be paid any interest on capital contributions.

                                  ARTICLE III.

                         MEMBERS; MEMBERSHIP INTERESTS

         3.1.    Membership Interests.  In consideration of the capital
contributions of the Members, the Members shall have the percentage interest in
the Company (singularly, a "MEMBERSHIP INTEREST" and collectively, the
"MEMBERSHIP INTERESTS") shown opposite each Member's name on Exhibit A attached
hereto.  Notwithstanding any other provision of this Agreement to the contrary,
the Membership Interests shall be automatically reallocated among the Members,
as of the date of delivery (the "1997 FINANCIAL STATEMENT DELIVERY DATE") of
the Company's audited  financial  statements  for the year  ended  December 31,
1997 (the "1997





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FINANCIAL STATEMENTS") and without further action by the Members or the
Company, upon the following terms and conditions:

         If net profits of Company as set forth in the 1997 Financial
Statements ("1997 NET PROFIT") is:

                 (i) $350,000 or more but less than $450,000, the Membership
         Interest of Vans shall, for no additional capital contribution by
         Vans, be increased by one percent (1%) and the Membership Interest of
         the Founding Members shall be ratably reduced;

                 (ii) $250,000 or more but less than $350,000, the Membership
         Interest of Vans shall, for no additional capital contribution by
         Vans, be increased by two percent (2%) and the Membership Interest of
         the Founding Members shall be ratably reduced;

                 (iii) $150,000 or more but less than $250,000, the Membership
         Interest of Vans shall, for no additional capital contribution by
         Vans, be increased by three percent (3%) and the Membership Interest
         of the Founding Members shall be ratably reduced;

                 (iv) $50,000 or more but less than $150,000, the Membership
         Interest of Vans shall, for no additional capital contribution by
         Vans, be increased by four percent (4%) and the Membership Interest of
         the Founding Members shall be ratably reduced; and

                 (v) less than $50,000, the Membership Interest of Vans shall,
         for no additional capital contribution by Vans, be increased by five
         percent (5%) and the Membership Interest of the Founding Members shall
         be ratably reduced.

         3.2.    Admission of Additional Members.  Additional Members may be
admitted with the approval of holders of Membership Interests representing
seventy five percent (75%) or more of the Membership Interests of the Members;
provided, however, that no additional Member may be admitted without the
approval of holders of Membership Interests representing one hundred percent
(100%) of the Membership Interests of the Members if the proposed additional
Member's Membership Interest would exceed that of any Founding Member.
Additional Members will participate in the management, "NET PROFITS", "NET
LOSSES" (as such terms are defined in Section 5.1), and distributions of the
Company on such terms as are determined by the Members.  Exhibit A shall be
amended upon the admission of an additional Member to set forth such Member's
name, capital contribution and Membership Interest and to reflect the
proportionate change in the existing Members' Membership Interest.  The Company
shall file a Section 754 election for each Member who is admitted to the
Company for the tax year in which the Member is admitted.  In Vans' case, the
Section 754 election shall be made for the tax year ending December 31, 1997.

         3.3.    Withdrawals or Resignations.  Any Member may withdraw or
resign as a Member at any time upon 90 days prior written notice to the
Company, without prejudice to the rights, if any, of the Company or the other
Members under any contract to which the withdrawing Member is a party.  In the
event of such withdrawal, such Member's Membership Interest shall be
terminated, such Member shall thereafter only have the rights of a transferee
as described in





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Section 6.6 and such Membership Interest shall be subject to purchase and sale
as provided in Section 7.2.

         3.4.    Payments to Members.  Except as specified in this Agreement or
pursuant to a transaction permitted by Section 4.6, no Member or person or
entity controlled by, controlling or under common control with the Member (each
such person or entity is defined as an "AFFILIATE"), is entitled to
remuneration for services rendered or goods provided to the Company.  However,
the Company shall reimburse the Members and their Affiliates for organizational
expenses (including, without limitation, reasonable legal and accounting fees
and costs) incurred to form the Company, prepare the Articles and this
Agreement, including amendments to the same, and, as approved by the Members,
for the actual cost of goods and materials used by the Company.


                                  ARTICLE IV.

                     MANAGEMENT AND CONTROL OF THE COMPANY

         4.1.    Management and Powers.

                 (a)      In entering into this Agreement, the intent of each
Member is to actively engage in the management of the Company.  Accordingly,
unless otherwise limited by the Articles or this Agreement, each Member shall
have full and complete authority, power, and discretion to manage and control
the business, property and affairs of the Company and the operation and
organization of the Tour, to make all decisions regarding those matters and to
perform any and all other acts or activities customary or incident to the
management of the Company's business, property and affairs and the operation
and organization of the Tour.

                 (b)      The management, control and conduct of the business
of the Company shall be conducted in accordance with an annual business plan
and the budget contained therein which shall be adopted annually by approval of
the holders of one hundred percent (100%) of the Membership Interests of the
Members (the "Annual Business Plan").  In the event that the Members cannot
agree on an Annual Business Plan for any year, the holders of seventy five
percent (75%) of the Membership Interests of the Members may adopt a temporary
plan for such year, provided that such temporary plan provides for expenditures
by the Company which do not exceed those contemplated by the Annual Business
Plan for the immediately preceding year.

         4.2.    Limitations on Power of Members.

                 (a)      Subject to the provisions of this Section 4.2 or
except as otherwise provided herein, each of the Members shall have the right
and responsibility for the management, conduct and operation of the business of
the Company in all matters, including the power to do all acts necessary and
convenient to or for the furtherance of the purposes described herein;
provided, however, that the signature of two or more Members shall be required
for contracts not entered into in the ordinary course of business.
Notwithstanding the foregoing, unless contemplated by any Annual Business Plan
or otherwise contemplated by this Agreement, no





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Member shall have the authority to cause the Company to engage in the following
transactions without obtaining the approval of holders of Membership Interests
representing one hundred percent (100%) or more of the Membership Interests of
the Members:

                 (i)      any merger, consolidation or other business
         combination of the Company with another entity, or the acquisition by
         the Company of another person or entity or its business, whether by
         means of an acquisition of assets or of capital stock, partnership or
         other equity interests, in each case in a single transaction or series
         of related transactions; provided, however, that in the event the
         consideration to be received by Vans pursuant to such merger,
         consolidation or other business combination equals or exceeds the
         capital contributions made by Vans to the Company, the approval of
         holders of Membership Interests representing seventy-five percent
         (75%) or more of the Membership Interests shall be required to approve
         such transaction;

                 (ii)     the sale of all or substantially all of the Company's
         assets in a single transaction or series of related transactions;
         provided, however, that in the event the Company provides for a
         distribution from the proceeds of such sale to Vans in an amount equal
         to or in excess of the capital contributions made by Vans to the
         Company, the approval of holders of Membership Interests representing
         seventy-five percent (75%) or more of the Membership Interests of the
         Members shall be required to approve such transaction;

                 (iii)    any liquidation, dissolution or winding up of the
         Company (other than in accordance with the terms of this Agreement);
         provided, however, that in the event the proceeds of such liquidation,
         dissolution or winding up will be sufficient to provide a distribution
         to Vans in an amount equal to or in excess of the capital
         contributions made by Vans to the Company, the approval of holders of
         Membership Interests representing seventy-five percent (75%) or more
         of the Membership Interests of the Members shall be required to
         approve such action;

                 (iv)     the loan of moneys to any person or entity (other
         than advancement of travel and moving expenses for employees of the
         Company or the advancement against future royalties) unless such loans
         are contemplated by the Annual Business Plan and the aggregate unpaid
         balance of such loans does not exceed $250,000 at any time;

                 (v)      the occurrence of indebtedness for borrowed money of
         the Company, in a single transaction or series of related
         transactions, or the creation of any mortgage, lien, pledge, security
         interest or other encumbrance on the assets of the Company or any
         refinancing or material modification of the terms of such indebtedness
         or any such encumbrance;





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                 (vi)     the granting of guarantees of third-party
         indebtedness for borrowed money or the consent to any refinancing or
         material modification of the terms of such indebtedness or such
         guarantees of the Company;

                 (vii)    entering into any leasehold property commitment
         involving consideration or the creation of a liability, contingent or
         otherwise, unless such commitments are contemplated by the Annual
         Business Plan and the liabilities under such commitments at any time
         do not exceed $50,000 in any one case or $250,000 in the aggregate;

                 (viii)   entering into any agreement or transaction or any
         amendments or modifications to such agreements or transactions, in
         each case with any Affiliate of the Company or any Member or any
         family member of any such Affiliate or Member or any other party
         hereto, whether or not in the ordinary course of business, unless such
         agreement or transaction is in accordance with the Company's Annual
         Business Plan;

                 (ix)     materially deviating from the Annual Business Plan,
         unless such deviation is in accordance with the Company's historical
         practices instituted after January 1, 1997;

                 (x)      changing the Company's independent auditors and
         establishing or modifying the Company's accounting policies, practices
         or procedures; provided, however, that in the event the Company's
         independent auditors are changed to Gelfand Rennert & Feldman, Gudvi,
         Chapnick & Oppenheim, Inc. or Grant & Tani, Inc. or any other
         accounting firm with which any of Todd Gelfand, Michael Oppenheim or
         Warren Grant becomes associated, the approval of holders of Membership
         Interests representing seventy-five percent (75%) or more of the
         Membership Interests of the Members shall be required to approve such
         change;

                 (xi)     directly or indirectly entering any line of business
         or activities other than as contemplated in Section 1.4;

                 (xii)    organizing, creating or establishing any subsidiary
         or conducting the Tour or any activities ancillary thereto out of or
         through any entity other than the Company;

                 (xiii)   the repurchase of Membership Interests,
         recapitalization, or the issuance of additional Membership Interests,
         rights to acquire additional Membership Interests or the admission of
         new Members except as provided herein;

                 (xiv)    amending or otherwise changing this Agreement or the
         Company's Articles or any other certificate or instrument which may be
         required to be filed with respect to the Company under the laws of the
         State of California;





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                 (xv)     the making of an assignment for the benefit of
         creditors, consenting to the appointment of a trustee, receiver,
         conservator or similar official for the Company or any material
         portion of its assets, or the filing of any petition seeking
         reorganization, liquidation or winding-up or otherwise seeking relief
         under federal bankruptcy laws or any state insolvency law;

                 (xvi)    the initiation of any lawsuit, administrative
         proceeding or other legal claim where the amount at issue exceeds
         $100,000, or the settlement of any lawsuit, administrative proceeding,
         or other legal claim, where the amount of the settlement exceeds
         $100,000;

                 (xvii)   the waiver, release or abandonment of any legitimate
         right or claim against any person or entity potentially liable to the
         Company for more than $100,000;

                 (xviii)  the grant of any general power of attorney or other
         unlimited authority to act on behalf or in the name of the Company;

                 (xix)    any material change in the structure, organization or
         marketing direction of the Tour; or

                 (xx)     the taking of any other action required to be taken
         by the Members pursuant to any other provision of this Agreement.

         4.3.    Member Approval.  No annual or regular meetings of the Members
are required to be held.  However, if such meetings are held, such meetings
shall be noticed, held and conducted pursuant to the Act.  In any instance in
which the approval of the Members is required under this Agreement, such
approval may be obtained in any manner permitted by the Act.  Unless otherwise
provided in this Agreement, approval of the Members shall mean the approval of
Members who hold a majority of the Membership Interests.

         4.4.    Devotion of Time.  Each Member shall devote whatever time or
effort as such Member deems appropriate, in their reasonable, sole discretion,
for the furtherance of the Company's business.

         4.5.    Competing Activities.  No Member shall be obligated to present
any investment opportunity to the Company, even if the opportunity is of the
character that, if presented to the Company, could be taken by the Company.
Each Member shall have the right to hold any investment opportunity for such
Member's own account or to recommend such opportunity to persons other than the
Company. The Members acknowledge that the Members and their Affiliates own
and/or manage other businesses, including businesses that may compete with the
Company and for such Member's time. Each Member hereby waives any and all
rights and claims which such Member may otherwise have against the other
Members and their Affiliates as a result of any of such
activities.Notwithstanding the foregoing, no Member shall have a direct or
indirect interest in any entity which is engaged in the organization, promotion
or operation of





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<PAGE>   8
a concert tour similar to the Tour, which tour is scheduled to occur during the
same time period as the Tour.

         4.6.    Transactions between the Company and the Members.
Notwithstanding that it may constitute a conflict of interest, the Members and
their Affiliates may engage in any transaction with the Company so long as such
transaction is not expressly prohibited by this Agreement and so long as the
terms and conditions of such transaction, on an overall basis, are fair and
reasonable to the Company and are at least as favorable to the Company as those
that are generally available from persons capable of similarly performing them
or if Members holding a majority of the Membership Interests held by the
Members having no interest in such transaction (other than their interests as
Members) approve the transaction in writing.


                                   ARTICLE V.

                         ALLOCATIONS OF NET PROFITS AND
                          NET LOSSES AND DISTRIBUTIONS

         5.1.    Tax Matters.

                 (a)      Definitions.  For the purposes of this Agreement,
unless the context otherwise requires:

                          (i)     "CODE" means the Internal Revenue Code of
         1986, as amended.

                          (ii)    "NET INCOME" or "NET LOSS" means, for any
         period, the taxable income or tax loss of the Company for such period
         for Federal income tax purposes, as determined by the Company's
         independent public accountants, taking into account any separately
         stated items, increased by the amount of any tax-exempt income of the
         Company during such period and decreased by the amount of any Code
         Section 705(a)(2)(B) expenditures (within the meaning of Treasury
         Regulation Section 1.704-1 (b)(2)(iv)(i)) of the Company; provided,
         however, that Net Income or Net Loss of the Company shall be computed
         without regard to the amount of any items of gross income, gain, loss
         or deduction that are specially allocated pursuant to Section 5.1(d).
         In the event that the Capital Accounts are adjusted pursuant to
         Section 5.1(b)(ii), the Net Income or Net Loss of the Company (and the
         constituent items of income, gain, loss and deduction) realized
         thereafter shall be computed in accordance with the principles of
         Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

                 (b)      Capital Accounts.

                          (i) There shall be established for each Member on the
         books of the Company a capital account (a "CAPITAL ACCOUNT"), which
         shall be maintained and adjusted as required in Section 704(b) and the
         Treasury Regulations promulgated thereunder. The Capital Account of a
         Member shall be credited with (i) the amount of all





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         cash capital contributions by such Member to the Company and (ii) the
         fair market value of any property contributed by such Member to the
         Company (net of any liabilities secured by such property that the
         Company is considered to assume or take subject to under Section 752
         of the Code).  The Capital Account of a Member shall be increased by
         the amount of any Net Income (or items of gross income) allocated to
         such Member pursuant to Sections 5.1(c) and 5.1(d), and decreased by
         (i) the amount of any Net Loss (or items of loss or deduction)
         allocated to such Member pursuant to Sections 5.1(c) and 5.1(d), (ii)
         the amount of any cash distributed to such Member pursuant to Section
         5.2 and (iii) the fair market value of any asset distributed in kind
         to such Member (net of any liabilities secured by such asset that such
         Member is considered to assume or take subject to under Section 752 of
         the Code).  The Capital Account of the Member also shall be adjusted
         appropriately to reflect any other adjustment required pursuant to
         Treasury Regulation Section 1.704-1 or 1.704-2.

                          (ii)    Upon the occurrence of any event specified in
         Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or as otherwise
         permitted in such Section, the Members may cause the Capital Accounts
         of the Members to be adjusted to reflect the fair market value of the
         Company's assets at such time in accordance with such Regulation.

                 (c)      Allocations of Net Income and Net Loss.  Except as
otherwise provided in Section 5.1(d), all Net Income and Net Loss for each
fiscal year (or portion thereof) shall be allocated to the Members in
accordance with their respective Membership Interests.

                 (d)      Special Allocations.

                          (i)     Section 704(b) Allocation Limitations.
         Notwithstanding Section 5.1(c), special allocations of Net Income, Net
         Loss or specific items of income, gain, loss or deduction may be
         required for any fiscal year (or other period) as follows:

                                  A.       Minimum Gain Chargeback.  The
                 Company shall allocate items of income and gain among the
                 Members at such times and in such amounts as necessary to
                 satisfy the minimum gain chargeback requirements of Treasury
                 Regulation Sections 1.704-2(f) and 1.704-2(i)(4).

                                  B.       Qualified Income Offset.  The
                 Company shall specially allocate losses and items of income
                 and gain when and to the extent required to satisfy the
                 "QUALIFIED INCOME OFFSET" requirement within the meaning of
                 Treasury Regulation Section 1.704l(b)(2)(ii)(d).

                          (ii)    Limitation on Net Loss Allocations.  Net Loss
         (or items thereof) shall not be allocated to a Member if such
         allocation would result in such Member having a negative Capital
         Account balance which exceeds the sum of such Member's share of
         "PARTNERSHIP MINIMUM GAIN" (as defined in Treasury Regulations Section
         1.704-2(d)) and "PARTNER NONRECOURSE DEBT MINIMUM GAIN" (as defined in
         Treasury Regulations Section 1.704-2(i)(2)) and the amount such
         Member is obligated (or deemed obligated) to





                                     - 9 -
<PAGE>   10
         contribute to the Company upon liquidation of the Company.  If this
         clause (ii) limits the allocation of Net Loss (or items thereof) to
         any Member, such Net Loss (or items thereof) otherwise allocable to
         any such Member shall be reallocated among the other Members
         proportionately in accordance with their respective Percentage
         Interests.

                 (e)      Allocation of Income and Loss for Tax Purposes.  The
Company's ordinary income and losses, capital gains and losses and other items
as determined for Federal income tax purposes (and each item of income, gain,
loss or deduction entering into the computation thereof) shall be allocated to
the Members in the same proportions as the corresponding "book" items are
allocated pursuant to Sections 5.1(c) and 5.1(d).  Notwithstanding the
foregoing sentence, Federal income tax items shall be allocated among the
Members in accordance with Section 704(c) of the Code and Treasury Regulation
Section 1.704-1(b)(2)(iv)(g).  Items described in this Section 5.1(e) shall
neither be credited nor charged to the Members' Capital Accounts.

                 (f)      Adjustments to Take Account of Interim Year Events.
In the event that a Member shall be admitted to, or shall withdraw from, the
Company other than at the end of the Company's fiscal year, or the Membership
Interests of the Members change during the year, allocations among the Members
and accounting procedures shall be equitably adjusted to take into account such
events.

                 (g)      Adjustment of Allocation.  In the event that the
Managing Member reasonably determines that the allocations otherwise required
pursuant to this Section 5.1 would not properly reflect the economic
arrangement of the Members or would otherwise cause any inequitable or onerous
result for any Member, then, notwithstanding any provision in this Agreement to
the contrary, the Managing Member may adjust such allocations in such manner as
the Managing Member reasonably determines to be required to prevent such
result.

                 (h)      Filing of Tax Returns.  The Members, at the Company's
expense, shall prepare and file, or cause the accountants of the Company to
prepare and file, a Federal information tax return in compliance with Section
6031 of the Code and any required state and local income tax and information
returns for each tax year of the Company.

                 (i)      Reports to Current and Former Members.  Within 90
days after the end of each fiscal year, the Company shall prepare and mail, or
cause its accountants to prepare and mail, to each Member and, to the extent
necessary, to each former Member (or his or her legal representative), a report
setting forth in sufficient detail that information which will enable such
Member or former Member to prepare his or her federal, state and local tax
returns in accordance with the laws, rules and regulations then prevailing.

                 5.2      Distribution of Available Cash by the Company.  
Subject to applicable law and any limitations contained elsewhere in this
Agreement, Members holding a majority of the Membership Interests may elect
from time to time to cause the Company to make distributions of available cash.
Distributions shall be made to the Members in proportion to their
Membership Interests; provided, however, that simultaneously with the
execution of this Agreement, the





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Company shall distribute to each of the Founding Members $50,000, or $150,000
to the Founding Members in the aggregate.


                                  ARTICLE VI.

                      TRANSFER AND ASSIGNMENT OF INTERESTS

         6.1.    Transfer and Assignment of Interests.  Except for transfers
pursuant to this Article VI and Article VII, no Member shall be entitled to
transfer, assign, convey, sell, encumber or in any way alienate all or any part
of such Member's Membership Interest (collectively, "TRANSFER") except with the
prior approval of all Members, which approval may be given or withheld in the
sole discretion of the Members.  Any transfer or attempted transfer in
violation of this Agreement shall be void ab initio.

         6.2.    Substitution of Members.  A transferee of a Membership
Interest shall have the right to become a substitute Member only if (i) consent
of the Members is given in accordance with Section 6.1, (ii) such transferee
executes an instrument satisfactory to the Members accepting and adopting the
terms and provisions of this Agreement, and (iii) such transferee pays any
reasonable expenses in connection with such transferee's admission as a new
Member.  The admission of a substitute Member shall not release the Member who
assigned the Membership Interest from any liability that such Member may have
to the Company.

         6.3.    Call Option.

                 (a)      In the event that the 1997 Net Profits exceed
$500,000, for a period of thirty (30) days after the 1997 Financial Statement
Delivery Date (the "CALL PERIOD"), Vans shall have the right, but not the
obligation, to purchase (the "CALL RIGHT"), and each of the Founding Members
shall sell, their Proportionate Share of Membership Interests representing up
to an aggregate of five percent (5%) of the Founding Members' Membership
Interests.  At any time during the Call Period, Vans shall send notice of its
intention to exercise the Call Right (the "CALL NOTICE") to the Founding
Members, together with the Membership Interest that it intends to acquire.  The
failure to deliver the Call Notice within such thirty (30) day period shall be
deemed a waiver of the Call Right.

                 (b)      The purchase price for the Membership Interests
purchased upon exercise of the Call Right shall be $100,000 for each one
percent (1%) of the Membership Interest purchased.

                 (c)      In the event that Vans shall exercise its Call Right,
such purchase shall occur within thirty (30) days of the exercise of the Call 
Right and it shall deliver the purchase price for the Membership Interests being
acquired by wire transfer of immediately available funds to a bank account or
accounts designated by the Founding Members.  Upon consummation of such
purchaser, Exhibit A shall be amended to reflect the new Membership Interests
of the Members.





                                     - 11 -
<PAGE>   12
                 6.4.     Rights of First Offer; Rights of Inclusion.

                 (a)      Notwithstanding any other provision of this Agreement
except Sections 6.2 and 6.5, if any Member (a "SELLING MEMBER") desires to sell
any or all of its Membership Interests (the "OFFERED INTERESTS") to any other
person or entity, the Selling Member shall first send notice of its intention
to sell such Offered Interests (the "OFFER NOTICE") to the other Members.  Each
Offer Notice shall offer to sell the Offered Interests to the other Members and
shall set forth (i) the amount of Offered Interests, (ii) the price at which
such Offered Interests are offered (the "OFFER PRICE") and (iii) the material
terms and conditions of purchase offered by the Selling Member (the "TERMS").
Any purchase by the other Members pursuant to this Right of First Offer shall
be upon the Terms and at the Offer Price.

                 (b)      Within thirty (30) days after the Offer Notice is
given, the Members (other than a Member that is the Selling Member), by written
notice to the Selling Member, may elect to purchase all or any portion of such
Member's Proportionate Share of the Offered Interests.  In the event that any
of the Members does not accept the Offer Notice with respect to all of their
Proportionate Share (such non-accepted Interests, "REMAINING OFFERED
INTERESTS") then each of the purchasing Members shall have the right to
purchase their Proportionate Share of the Remaining Offered Interests.

                 (c)      Any Member electing to purchase any Offered Interests
pursuant to Section 6.4 shall consummate such purchase within sixty (60) days
of the last notice given pursuant to this Section 6.4.  The failure of the
Members to so notify the Selling Member of a desire to purchase all of the
Offered Interests within the periods referred to in Section 6.4 shall result in
the termination of this Right of First Offer with respect to those Offered
Interests which the other Members have not accepted for purchase, and the
Selling Member shall, subject to the provisions of Section 6.5, be entitled to
consummate the sale of such Membership Interests to any non-Member within sixty
(60) days after the latest Offer Notice is given pursuant to Section 6.4.  But,
if the Selling Member does not sell its Membership Interest within ninety (90)
days after the Offer Notice is given, or if the Selling Member shall offer such
Offered Interests on terms that are less favorable to the Selling Member than
the Terms in any material respect or at a price below the Offer Price, such
right shall terminate and the terms and conditions of this Right of First Offer
set forth in this Section 6.4 shall again be in effect.


         6.5     Rights of Inclusion.

                 (a)      Notwithstanding anything in Section 6.4 to the
contrary, no Selling Member shall, in any one transaction or any series of
similar transactions, directly or indirectly sell to any third party or
otherwise dispose of any Offered Interests unless the terms and conditions of
such sale or other disposition to such third party shall include an offer to
the other Members to include, at each such other Member's option, in the sale
or disposition to such third party, such Member's Proportionate Share of the
Offered Interests covered by such disposition.  If the Selling Member receives
a bona fide offer from a third party to purchase or otherwise acquire the
Offered  Interests,  the Selling Member shall then cause the third party's
offer to be reduced to writing (which writing  shall  include  an offer  to
purchase  or otherwise acquire





                                     - 12 -
<PAGE>   13
Membership Interests from the other Members according to the terms and
conditions of Section 6.5(b) below) and shall send written notice of the third
party's offer (the "Inclusion Notice") to the other Members.  The Inclusion
Notice shall be accompanied by a true and correct copy of the third party's
offer.  At any time within thirty (30) days after receipt of the Inclusion
Notice, each of the other Members may accept the offer included in the
Inclusion Notice for up to such Member's Proportionate Share by furnishing
written notice of such acceptance to the Selling Member.

                 (b)      The purchase from the other Members pursuant to this
Section 6.5 shall be on the same terms and conditions, including the per
percentage Membership Interest price and the date of sale or other disposition,
as are received by the Selling Member and stated in the Inclusion Notice
provided to each of the other Members by the Selling Member.

                 (c)      If within thirty (30) days after the receipt of the
Inclusion Notice, any of the other Members have not accepted the offer
contained in the Inclusion Notice, subject to such Member's rights under
Section 6.4, such non-accepting Member shall be deemed to have waived any and
all rights with respect to the sale or other disposition of the Membership
Interests described in the Inclusion Notice and the Selling Member and the
other Members who have accepted the offer shall have sixty (60) days or such
lesser period as permitted by Section 6.4(c) (the "Sale Period") after receipt
of the Inclusion Notice in which to sell or otherwise dispose of not more than
the Offered Interests on terms not more favorable to the Selling Member than
were set forth in the Inclusion Notice.  If the sale or disposition is not
consummated during the Sale Period, the Selling Member shall comply with the
provisions of this Section 6 for all proposed future sales or dispositions that
are described in Sections 6.4 and 6.5.  If, at the end of the Sale Period, the
Selling Member has not completed the sale or other disposition of its Offered
Interests and those of the other selling Members in accordance with the terms
of the third party's offer, all the restrictions on sale or other disposition
contained in this Agreement with respect to Membership Interests owned by the
Members shall again be in effect.

         6.5.    Proportionate Shares.  For purposes of this Agreement, the
term "PROPORTIONATE SHARE" shall mean the percentage of the total number of
Membership Interests that a Member is entitled to purchase or a Member is
required to sell pursuant to an option or right set forth in this Agreement
equal to the Membership Interest owned by a Member divided by the aggregate
number of Membership Interests then owned by such Member and the other Members
entitled to participate or required to participate in such option or right.


                                  ARTICLE VII.

                     CONSEQUENCES OF DISSOLUTION EVENTS AND
                       TERMINATION OF MEMBERSHIP INTEREST

         7.1.    Dissolution Event.  Upon the occurrence of the death,
withdrawal, resignation, retirement, insanity, bankruptcy or dissolution of any
Member ("DISSOLUTION EVENT"), the Company shall dissolve unless all of the
remaining Members ("REMAINING MEMBERS") consent





                                     - 13 -
<PAGE>   14
within ninety (90) days of the Dissolution Event to the continuation of the
business of the Company.  If the Remaining Members so consent, the Company
and/or the Remaining Members shall have the right, but not the obligation, to
purchase, and if such right is exercised, the Member (or such Member's legal
representative) whose actions or conduct resulted in the Dissolution Event
("FORMER MEMBER") shall have the obligation to sell, the Former Member's
Membership Interest ("FORMER MEMBER'S INTEREST") as provided in this Article
VII.

         7.2.    Withdrawal.  Notwithstanding anything in Section 7.1 to the
contrary, upon the withdrawal by a Member in accordance with Section 3.2, such
Member shall be treated as a Former Member, and, unless the Company dissolves
as a result of such withdrawal, the Company and/or the Remaining Members shall
have the right, but not the obligation, to purchase, and if such right is
exercised, the Former Member shall sell, the Former Member's Interest as
provided in this Article VII.  If the Remaining Members of the Company do not
exercise their right to purchase, such Former Member shall have no right to
participate in the management of the Company or to exercise any rights of a
Member.  The Former Member shall only be entitled to receive the share of the
Company's Net Profits, Net Losses and distributions of the Company's assets to
which the Former Member would otherwise be entitled.

         7.3.    Purchase Price.  The purchase price for the Former Member's
Interest shall be the fair market value of the Former Member's Interest as
determined by an independent appraiser jointly selected by the Former Member
and by the Remaining Members.  The Company and the Former Member shall each pay
one-half of the cost of the appraisal unless such appraisal is a result of a
Member's withdrawal, in which case the withdrawing Member shall pay the entire
cost of the appraisal.  Notwithstanding the foregoing, if the Dissolution Event
results from a breach of this Agreement by the Former Member, the purchase
price shall be reduced by an amount equal to the damages suffered by the
Company or the Remaining Members as a result of such breach.

         7.4.    Notice of Intent to Purchase.  Within thirty (30) days after
the fair market value of the Former Member's Interest has been determined in
accordance with Section 7.3, each Remaining Member shall notify the Members in
writing of such Member's desire to purchase a portion of the Former Member's
Interest.  The failure of any Remaining Member to submit a notice within the
applicable period shall constitute an election on the part of the Remaining
Member not to purchase any of the Former Member's Interest.  Each Remaining
Member so electing to purchase shall be entitled to purchase such Remaining
Member's Proportionate Share of the Former Member's Interest.

         7.5.    Election to Purchase Less Than All of the Former Member's
Interest.  If any Remaining Member elects to purchase none or less than all of
such Member's Proportionate Share of the Former Member's Interest, then the
Remaining Members can elect to purchase the Proportionate Share of the
remaining Membership Interest to be purchased.  If the Remaining Members fail
to purchase the entire interest of the Former Member, the Company shall
purchase any remaining share of the Former Member's Interest.

         7.6.    Payment of Purchase Price.  The Company or the Remaining
Members, as the case may be, shall pay at the closing one-third (1/3) of the
purchase price and the balance of the





                                     - 14 -
<PAGE>   15
purchase price shall be paid in two equal annual principal installments, plus
accrued interest, and be payable each year on the anniversary date of the
closing.  The unpaid principal balance shall accrue interest at the current
applicable federal mid-term rate as provided in the Code for the month in which
the initial payment is made, but the Company and the Remaining Members shall
have the right to prepay such obligation in full or in part at any time without
penalty.  The obligation of each purchasing Remaining Member, and the Company,
as applicable, to pay its portion of the balance due shall be evidenced by a
separate promissory note executed by the respective purchasing Remaining Member
or the Company, as applicable.  Each such promissory note shall be in an
original principal amount equal to the portion owed by the respective
purchasing Remaining Member or the Company, as applicable.  The promissory note
executed by each purchasing Remaining Member shall be secured by a pledge of
that portion of the Former Member's Interest purchased by such Remaining
Member.

         7.7.    Closing of Purchase of Former Member's Interest.  The closing
for the sale of a Former Member's Interest pursuant to this Article VII shall
be held at 10:00 a.m. at the principal office of Company no later than sixty
(60) days after the determination of the purchase price, except that if the
closing date falls on a Saturday, Sunday, or California legal holiday, then the
closing shall be held on the next succeeding business day.  At the closing, the
Former Member shall deliver to the Company or the Remaining Members an
instrument of transfer (containing warranties of title and no encumbrances)
conveying the Former Member's Interest.  The Former Member, the Company and the
Remaining Members shall do all things and execute and deliver all papers as may
be reasonably necessary fully to consummate such sale and purchase in
accordance with the terms and provisions of this Agreement.


                                 ARTICLE VIII.

                   ACCOUNTING, RECORDS, REPORTING BY MEMBERS

         8.1.    Books and Records.  The books and records of the Company shall
be kept in accordance with the accounting methods followed for federal income
tax purposes.  The Company shall maintain at its principal office in California
all of the following:

                 (i)      A current list of the full name and last known
business or residence address of each Member set forth in alphabetical order,
together with the capital contributions, capital account and Membership
Interest of each Member;

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

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





                                     - 15 -
<PAGE>   16
                 (iv)     A copy of this Agreement and any and all amendments
thereto together with executed copies of any powers of attorney pursuant to
which this Agreement or any amendments thereto have been executed;

                 (v)      Copies of the financial statements of the Company, if
any, for the six (6) most recent fiscal years; and

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

         8.2.    Reports.  The Company shall cause to be filed, in accordance
with the Act, all reports and documents required to be filed with any
governmental agency.  The Company shall cause to be prepared at least annually
information concerning the Company's operations necessary for the completion of
the Members, federal and state income tax returns.  The Company shall send or
cause to be sent to each Member within ninety (90) days after the end of each
taxable year (i) such information as is necessary to complete the Members'
federal and state income tax or information returns and (ii) a copy of the
Company's federal, state, and local income tax or information returns for the
year.

         8.3.    Bank Accounts.  The Members shall maintain the funds of the
Company in one or more separate bank accounts in the name of the Company, and
shall not permit the funds of the Company to be commingled in any fashion with
the funds of any other person.  Any Member, acting alone, is authorized to
endorse checks, drafts, and other evidences of indebtedness made payable to the
order of the Company, but only for the purpose of deposit into the Company's
accounts.  All checks, drafts, and other instruments obligating the Company to
pay money in an amount of less than $2,500 may be signed by any one Member,
acting alone.  All checks, drafts, and other instruments obligating the Company
to pay money in an amount of $2,500 or more must be signed on behalf of the
Company by any two Members acting together.

         8.4.    Tax Matters for the Company.  David Codikow, Esq. is
designated as "TAX MATTERS PARTNER" (as defined in Code Section 6231), to
represent the Company (at the Company's expense) in connection with all
examination of the Company's affairs by tax authorities and to expend Company
funds for professional services and costs associated therewith.


                                   ARTICLE IX

                           DISSOLUTION AND WINDING UP

         9.1.    Conditions of Dissolution.  The Company shall dissolve upon
the occurrence of any of the following events:

                 (i)      Upon the happening of any event of dissolution
specified in the Articles;





                                     - 16 -
<PAGE>   17
                 (ii)     Upon the entry of a decree of judicial dissolution
pursuant to Section 17351 of the Corporations Code; or

                 (iii)    The occurrence of a Dissolution Event and the failure
of the Remaining Members to consent in accordance with Section 7.1 to continue
the business of the Company within ninety (90) days after the occurrence of
such event.

         9.2.    Winding Up.  Upon the dissolution of the Company, the
Company's assets shall be disposed of and its affairs wound up.  The Company
shall give written notice of the commencement of the dissolution to all of its
known creditors.

         9.3.    Order of Payment of Liabilities Upon Dissolution.  After
determining that all the known debts and liabilities of the Company have been
paid or adequately provided for, the remaining assets shall be distributed to
the Members in accordance with their positive capital account balances, after
taking into account income and loss allocations for the Company's taxable year
during which liquidation occurs.

         9.4.    Limitations on Payments Made in Dissolution.  Except as
otherwise specifically provided in this Agreement, each Member shall be
entitled to look only to the assets of the Company for the return of such
Member's positive Capital Account balance and shall have no recourse for such
Member's Capital Contribution and/or share of Net Profits against any other
Member except as provided in Article X.

         9.5.    Certificates.  The Company shall file with the California
Secretary of State a Certificate of Dissolution upon the dissolution of the
Company and a Certificate of Cancellation upon the completion of the winding up
of the Company's affairs.


                                   ARTICLE X.

                           LIABILITY; INDEMNIFICATION

         10.1.    No Liability.  No Member shall be liable, responsible or
accountable in damages or otherwise to the Company or to any other Member for
(i) any act performed within the scope of the authority conferred on the
Members by this Agreement except for the gross negligence or willful misconduct
of such Member in carrying out the obligations of such Member hereunder, (ii)
such Member's failure or refusal to perform any act, except those expressly
required by or pursuant to the terms of this Agreement, (iii) such Member's
performance of, or failure to perform, any act on the reasonable reliance on
advice of legal counsel or (iv) the negligence, dishonesty or bad faith of any
agent, consultant or broker of the Company selected, engaged or retained in
good faith.

         10.2.   Indemnification of Members. The Company, to the maximum extent
permitted by law, shall indemnify and hold harmless each Member, its Affiliates
and each of its and their respective officers, directors, management committee
members, trustees, partners or members, as





                                     - 17 -
<PAGE>   18
the case may be (the "INDEMNITEES"), from and against any and all judgments,
interest on such judgments, fines, penalties, charges, costs, amounts paid in
settlement, expenses and reasonable attorneys' fees incurred in connection with
any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or
other regulatory agency, body or commission, whether pending or threatened, and
whether or not an Indemnitee is or may be a party thereto, which arise out of
the business or affairs of the Company or their activities with respect thereto
("INDEMNIFIED DAMAGES"), except for any such Indemnified Damages (i) that are
taxes imposed on or against any Member and any Affiliate thereof, (ii) that
have resulted primarily from gross negligence, fraud, bad faith or willful
misconduct of or knowing violation of law by the person (or any of its
Affiliates) seeking indemnification, (iii) that have resulted primarily from
activities in breach of this Agreement or from ultra vires acts, (iv) in
connection with any proceeding by or in right of the Company in which such
person was adjudged liable to the Company or (v) in connection with any
proceeding charging improper personal benefit to such person (whether or not
involving action in an official capacity) in which such person was adjudged
liable on the basis that personal benefit was improperly received. The Company
shall pay for or reimburse the reasonable expenses incurred by any Indemnitee
in any such proceeding in advance of the final disposition of the proceeding if
the person sets forth in writing (i) an affirmation of the person's good faith
belief that the person is entitled to indemnification under this provision and
(ii) the person's agreement to repay all advances if it is ultimately
determined that the person is not entitled to indemnification under this
Section 10.2. Any repeal or modification of any portion of the foregoing
provisions of this Section 10.2 or the adoption of any provision of this
Agreement inconsistent with any portion of the foregoing provisions of this
Section 10.2 shall not adversely affect any right or protection of any person
indemnified under this Section 10.2 for any act or omission occurring, or any
cause of action, suit, claim or other matter arising or accruing, prior to the
effective date of such repeal, modification or adoption. This Section 10.2
shall not be deemed exclusive of any other provisions for indemnification or
advancement of expenses of any Indemnitee that may be included in any statute,
any agreement or any vote of the Members or other document or arrangement.


                                  ARTICLE XI.

                                REPRESENTATIONS

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

         11.1.   Preexisting Relationship or Experience.  Such Member has a
preexisting personal or business relationship with the Company or one or more
of its Members, officers or controlling persons, or by reason of such Member's
business or financial experience, or by reason of the business or financial
experience of such Member's financial advisor who is unaffiliated with and who
is not compensated, directly or indirectly, by the Company or any affiliate or
selling agent of the Company, and such Member is capable of evaluating the
risks and merits of an investment





                                     - 18 -
<PAGE>   19
in the Company and of protecting such Member's own interests in connection with
this investment.

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

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

         11.4    Certain Duties and Obligations of the Members.  No Member
shall take any action so as to cause the Company to be classified for federal
income tax purposes as an association taxable as a corporation and not as a
partnership.  No Member shall take, or cause to be taken, any action that would
result in any Member having any personal liability for the Obligations of the
Company.


                                  ARTICLE XII.

                                 MISCELLANEOUS

         12.1.   Appointments.

                 (a)      Counsel to the Company may also be counsel to any
Member or any Affiliate of a Member.  The Members may execute on behalf of the
Company and the Members any consent to the representation of the Company that
counsel may request pursuant to the California Rules of Professional Conduct or
similar rules in any other jurisdiction ("RULES").  The Company has initially
selected Piper & Marbury L.L.P.  ("COMPANY COUNSEL") as legal counsel to the
Company.  Each Member acknowledges that Company Counsel does not represent any
Member in the absence of a clear and explicit agreement to such effect between
the Member and Company Counsel, and that in the absence of any such written
agreement Company Counsel shall owe no duties directly to a Member.
Notwithstanding any adversity that may develop, in the event any dispute or
controversy arises between or among any Members and the Company, then each
Member agrees that Company Counsel may represent the Company in any such
dispute or controversy to the extent permitted by the Rules, and each Member
hereby consents to such representation.

                 (b)      The Company has selected Provident Financial
Management, as the business manager for the Company, and such firm shall
maintain the financial books and records of the Company and shall manage the
disbursement of funds in accordance with the direction of the Members.





                                     - 19 -
<PAGE>   20
         12.2    Complete Agreement.  This Agreement, the Articles and the
related letter agreement dated the date hereof by and among the Members
constitute the complete and exclusive statement of agreement among the Members
with respect to the subject matter herein and therein and replace and supersede
all prior written and oral agreements among the Members including without
limitation, the original Operating Agreement relating to the subject matter
hereof.  To the extent that any provision of the Articles conflict with any
provision of this Agreement, the Articles shall control.

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

         12.4.   Interpretation.  All pronouns shall be deemed to refer to the
masculine, feminine, or neuter, singular or plural, as the context in which
they are used may require.  All headings herein are inserted only for
convenience and ease of reference and are not to be considered in the
interpretation of any provision of this Agreement.  Numbered or lettered
articles, sections and subsections herein contained refer to articles, sections
and subsections of this Agreement unless otherwise expressly stated.  In the
event any claim is made by any Member relating to any conflict, omission or
ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or
at the request of a particular Member or such Member's counsel.

         12.5.   Jurisdiction.  Each Member hereby consents to the exclusive
jurisdiction of the state and federal courts sitting in Los Angeles, California
in any action on a claim arising out of, under or in connection with this
Agreement or the transactions contemplated by this Agreement.  Each Member
further agrees that personal jurisdiction over such Member may be effected by
service of process by registered or certified mail addressed as provided in
Section 12.8 of this Agreement, and that when so made shall be as if served
upon him or her personally within the State of California, effective upon
receipt.

         12.6.   Arbitration.  Except as otherwise provided in this Agreement,
any controversy between the parties arising out of this Agreement shall be
submitted to the American Arbitration Association for arbitration in Los
Angeles, California.  The costs of the arbitration, including any American
Arbitration Association administration fee, the arbitrator's fee, and costs for
the use of facilities during the hearings, shall be borne equally by the
parties to the arbitration.  The provisions of Sections 1282.6, 1283, and
1283.05 of the California Code of Civil Procedure apply to the arbitration.
The arbitrator shall not have any power to alter, amend, modify or change any
of the terms of this Agreement nor to grant any remedy which is either
prohibited by the terms of this Agreement, or not available in a court of law.

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





                                     - 20 -
<PAGE>   21
         12.8.   Notices.  Any notice to be given or to be served upon the
Company or any party hereto in connection with this Agreement must be in
writing (which may include facsimile) and will be deemed to have been given and
received to the address specified by the party to receive the notice.  Such
notices will be given to a Member at the address specified in Exhibit A hereto.
Any party may, at any time by giving five (5) business days' prior written
notice to the other Members, designate any other address in substitution of the
foregoing address to which such notice will be given.

         12.9.   Amendments.  Except for adjustments in the Members' Membership
Interests according to the provisions herein, all amendments to this Agreement
will be in writing and signed by all of the Members.

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

         12.11.  Attorney Fees.  In the event that any dispute between the
Company and the Members or among the Members should result in litigation or
arbitration, the prevailing party in such dispute shall be entitled to recover
from the other party all reasonable fees, costs and expenses of enforcing any
right of the prevailing party, including without limitation, reasonable
attorneys' fees and expenses, all of which shall be deemed to have accrued upon
the commencement of such action and shall be paid whether or not such action is
prosecuted to judgment.  Any judgment or order entered in such action shall
contain a specific provision providing for the recovery of attorney fees and
costs incurred in enforcing such judgment and an award of prejudgment interest
from the date of the breach at the maximum rate allowed by law.  For the
purposes of this Section 12.11: (a) attorney fees shall include, without
limitation, fees incurred in the following: (1) postjudgment motions; (2)
contempt proceedings; (3) garnishment, levy, and debtor and third party
examinations; (4) discovery; and (5) bankruptcy litigation; and (b) prevailing
party shall mean the party who is determined in the proceeding to have
prevailed or who prevails by dismissal, default or otherwise.

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

         12.13   Creditors. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditors of the Company.

         12.14   Waiver. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon breach thereof shall constitute
waiver of any such breach or any other covenant, duty, agreement or condition.

                     [signatures are on the following page]





                                     - 21 -
<PAGE>   22
         IN WITNESS WHEREOF, all of the Members of C.C.R.L., LLC, a California
Limited Liability Company, have executed this Agreement.  effective as of the
date written above.

                                             CREATIVE ARTISTS AGENCY, LLC


                                             By:             [SIG.]
                                                 -------------------------------
                                             Name:
                                             Title:

                                             CODIKOW & CARROLL, A P.C.


                                             By:  /s/ David Codikow
                                                 -------------------------------
                                                  David Codikow


                                             KEVIN LYMAN PRODUCTION SERVICES


                                             By:  /s/ Kevin Lyman
                                                 -------------------------------
                                                  Kevin Lyman


                                             VANS, INC.


                                             By:  /s/ Gary H. Schoenfeld
                                                 -------------------------------
                                                  Gary H. Schoenfeld
                                                  President and Chief Operating 
                                                  Officer





                                     - 22 -
<PAGE>   23
                                   EXHIBIT A


                 CAPITAL CONTRIBUTION AND ADDRESSES OF MEMBERS

<TABLE>
<CAPTION>
         MEMBER'S                         MEMBER'S CAPITAL            MEMBER'S
         ADDRESS                              ACCOUNT           MEMBERSHIP INTEREST
         -------                              -------           -------------------
<S>                                        <C>                        <C>
Creative Artists Agency, Inc.                $944,333.33               28.33%
9830 Wilshire Blvd.
Beverly Hills, CA  90212

Codikow & Carroll, a P.C.                     944,333.34               28.34%
9113 Sunset Blvd.
Los Angeles, CA  90069

Kevin Lyman Production                        944,333.33               28.33%
Services
112 N. Harvard
Suite 244
Claremont, CA  91711

Vans, Inc.                                    500,000.00               15.00%
2095 Batavia
Orange, CA  92865
Attention: Craig E. Gosselin,
Esq.
 Vice President and General
 Counsel

                 TOTAL                     $3,333,000.00              100.00%
</TABLE>





                                     - 23 -