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                                                                 EXHIBIT 10.28.1


                                    HBL, LLC









                       LIMITED LIABILITY COMPANY AGREEMENT







                        EFFECTIVE AS OF DECEMBER 31, 2001


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                                TABLE OF CONTENTS



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SECTION 1.........................................................................................................1


FORMATION OF THE LIMITED LIABILITY COMPANY........................................................................1

   1.1      FORMATION; FILINGS....................................................................................1
   1.2      NAME..................................................................................................2
   1.3      TERM..................................................................................................2
   1.4      REGISTERED AGENT AND OFFICE...........................................................................2
   1.5      PRINCIPAL PLACE OF BUSINESS...........................................................................2
   1.6      QUALIFICATION IN OTHER JURISDICTIONS..................................................................2

SECTION 2.........................................................................................................3


PURPOSE AND POWERS................................................................................................3

   2.1      BUSINESS PURPOSES.....................................................................................3
   2.2      POWERS OF THE COMPANY.................................................................................3

SECTION 3.........................................................................................................3

MEMBERS...........................................................................................................3

   3.1      POWERS OF MEMBERS.....................................................................................3
   3.2      NO PRIORITY, ETC......................................................................................4
   3.3      MEETINGS OF MEMBERS...................................................................................4
   3.4      ACTIONS OF MEMBERS WITHOUT A MEETING..................................................................5
   3.5      TRADE SECRETS; CONFIDENTIALITY........................................................................5

SECTION 4.........................................................................................................6

MANAGEMENT........................................................................................................6

   4.1      THE BOARD.............................................................................................6
   4.2      OFFICERS..............................................................................................8
   4.3      ACTIONS AND DETERMINATIONS OF THE COMPANY............................................................13

SECTION 5........................................................................................................13

OPERATING POLICIES...............................................................................................13

   5.1      ANNUAL BUSINESS PLAN PROCESS.........................................................................13
   5.2      INSURANCE............................................................................................14
   5.3      FISCAL YEAR..........................................................................................14
   5.4      INITIAL ACCOUNTANTS; CHANGE OF ACCOUNTANTS...........................................................14

SECTION 6........................................................................................................14

CAPITAL CONTRIBUTIONS, PERCENTAGE INTERESTS,
CAPITAL ACCOUNTS AND ADVANCES....................................................................................14

   6.1      CAPITAL CONTRIBUTIONS................................................................................14
   6.2      MEMBER'S PERCENTAGE INTEREST.........................................................................14
   6.3      STATUS OF CAPITAL CONTRIBUTIONS......................................................................14
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   6.5      NEGATIVE CAPITAL ACCOUNTS............................................................................16
   6.6      LOANS FROM MEMBERS...................................................................................16

SECTION 7........................................................................................................16

ALLOCATIONS OF PROFITS AND LOSSES................................................................................16

   7.1      ALLOCATIONS OF NET PROFIT AND NET LOSS...............................................................16
   7.2      SPECIAL ALLOCATIONS..................................................................................17
   7.3      TAX ALLOCATIONS......................................................................................19
   7.4      TRANSFER OR CHANGE IN MEMBER INTERESTS...............................................................19

SECTION 8........................................................................................................20

DISTRIBUTIONS AND WITHHOLDING....................................................................................20

   8.1      DISTRIBUTIONS........................................................................................20
   8.2      LIMITATIONS ON DISTRIBUTION..........................................................................20
   8.3      WITHHOLDING TAXES....................................................................................20

SECTION 9........................................................................................................20

TAX MATTERS......................................................................................................20

   9.1      TAX MATTERS MEMBER...................................................................................20
   9.2      RIGHT TO MAKE SECTION 754 ELECTION...................................................................22
   9.3      TAXATION AS PARTNERSHIP..............................................................................22

SECTION 10.......................................................................................................22

BANKING; ACCOUNTING; BOOKS AND RECORDS...........................................................................22

   10.1     BANKING..............................................................................................22
   10.2     MAINTENANCE OF BOOKS AND RECORDS; ACCOUNTS AND ACCOUNTING METHOD; INSPECTION.........................22

SECTION 11.......................................................................................................23

REPORTS TO MEMBERS...............................................................................................23

   11.1     REPORTS TO CURRENT MEMBERS...........................................................................23
   11.2     TAX INFORMATION......................................................................................23
   11.3     ADDITIONAL INFORMATION...............................................................................24

SECTION 12.......................................................................................................24

LIABILITY, EXCULPATION AND INDEMNIFICATION.......................................................................24

   12.1     LIABILITY............................................................................................24
   12.2     EXCULPATION..........................................................................................24
   12.3     INDEMNIFICATION......................................................................................26

SECTION 13.......................................................................................................27

TRANSFER OF PERCENTAGE INTERESTS; WITHDRAWAL,
BANKRUPTCY, DISSOLUTION;  CERTAIN ADMISSIONS OF MEMBERS..........................................................27

   13.1     ADMISSION, SUBSTITUTION AND WITHDRAWAL OF MEMBERS; ASSIGNMENT........................................27
   13.2     WITHDRAWAL...........................................................................................30

SECTION 14.......................................................................................................30
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DISSOLUTION AND TERMINATION OF THE COMPANY.......................................................................30

   14.1     EVENTS CAUSING DISSOLUTION...........................................................................30
   14.2     LIQUIDATION..........................................................................................31
   14.3     DISTRIBUTIONS IN CASH OR IN KIND.....................................................................31
   14.4     TIME AND MANNER FOR LIQUIDATION, ETC.................................................................31
   14.5     TERMINATION..........................................................................................32
   14.6     CLAIMS OF THE MEMBERS................................................................................32

SECTION 15.......................................................................................................32

DEFINITIONS......................................................................................................32

   15.1     DEFINITIONS..........................................................................................32

SECTION 16.......................................................................................................38

AMENDMENTS; MERGER OR SALE.......................................................................................38

   16.1     AMENDMENTS GENERALLY.................................................................................38
   16.2     MERGER OR SALE.......................................................................................39

SECTION 17.......................................................................................................39

MISCELLANEOUS PROVISIONS.........................................................................................39

   17.1     NOTICES..............................................................................................39
   17.2     COUNTERPARTS.........................................................................................39
   17.3     TABLE OF CONTENTS AND HEADINGS.......................................................................39
   17.4     SUCCESSORS AND ASSIGNS; ASSIGNMENT...................................................................39
   17.5     SEVERABILITY.........................................................................................40
   17.6     NON-WAIVER...........................................................................................40
   17.7     APPLICABLE LAW.......................................................................................40
   17.8     WAIVER OF JURY TRIAL.................................................................................40
   17.9     SURVIVAL OF CERTAIN PROVISIONS.......................................................................40
   17.10    LIMITATION ON DAMAGES; LEGAL DISPUTES................................................................40
   17.11    WAIVER OF PARTITION..................................................................................41
   17.12    ENTIRE AGREEMENT.....................................................................................41
   17.13    FURTHER ACTIONS......................................................................................41
   17.14    NO PARTNERSHIP.......................................................................................41
   17.15    APPLICABLE OF LAW AND DISPUTE RESOLUTION.............................................................41
      Schedule A.................................................................................................44
      Schedule B.................................................................................................45
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                                                                             iii
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                       LIMITED LIABILITY COMPANY AGREEMENT
                                   OF HBL, LLC


This Limited Liability Company Agreement of HBL, LLC (the "COMPANY") is made
effective as of December 31, 2001, by and between H.B.L. HOLDINGS, INC., a
Virginia corporation, ("HBL") and ROGER S. PENSKE, JR., an individual ("RSP")
(each of the foregoing parties to this Agreement shall be referred to herein
collectively as the "PARTIES"), and the Persons who become Members of the
Company in accordance with the provisions of this Agreement and whose names are
set forth as Members on SCHEDULE A hereto. Certain capitalized terms used herein
without definition have the meanings specified in SECTION 14.

WHEREAS, the parties hereto desire to form a limited liability company under the
Delaware Act; and

WHEREAS, the parties hereto desire to establish their respective rights and
obligations as Members of such limited liability company.

NOW, THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members hereby agree as
follows:


                                    SECTION 1

                   FORMATION OF THE LIMITED LIABILITY COMPANY


1.1      FORMATION; FILINGS.

         (a)      GENERALLY. The Parties agree to form a limited liability
                  company pursuant to the provisions of the Delaware Act and
                  upon the terms, subject to the conditions, and for the
                  purposes set forth in this Agreement. Each of the Members
                  shall execute or cause to be executed from time to time all
                  other instruments, certificates, notices and documents, and
                  shall do or cause to be done all such filing, recording,
                  publishing and other acts, in each case, as may be necessary
                  or appropriate from time to time to comply with all applicable
                  requirements for the formation and/or operation and, when
                  appropriate, termination of a limited liability company in the
                  State of Delaware and all other jurisdictions where the
                  Company shall desire to conduct its business.

         (b)      CAPITAL CONTRIBUTIONS. The name, mailing address, Capital
                  Contribution and Percentage Interest of each Member is listed
                  on SCHEDULE A attached hereto. The Company shall be required
                  to update SCHEDULE A from time to time as necessary to reflect
                  accurately any changes in the information contained therein.
                  Any




                                                                               1
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                  reference in this Agreement to Schedule A shall be deemed to
                  be a reference to Schedule A as amended and in effect from
                  time to time.

1.2      NAME.
         The name of the Company is "HBL, LLC" and its business shall be carried
         on in this name with such variations and changes as the Board in its
         sole judgment deems necessary or appropriate to comply with
         requirements of the jurisdictions in which the Company's operations are
         conducted.

1.3      TERM.
         The term of the Company shall commence on the date of the filing of a
         Certificate of Formation in the office of the Secretary of State of the
         State of Delaware and shall continue until dissolved and liquidated in
         accordance with the provisions of Section 13.

1.4      REGISTERED AGENT AND OFFICE.
         The registered agent and office of the Company in Delaware shall be The
         Corporation Trust Company, Corporation Trust Center, 1209 Orange
         Street, Wilmington, Delaware. The registered agent for service of
         process on the Company in the State of Delaware shall be The
         Corporation Trust Company. At any time, the Managers of the Company may
         designate another registered agent and/or registered office.


1.5      PRINCIPAL PLACE OF BUSINESS.
         The principal place of business of the Company shall be at 8545
         Leesburg Pike, Vienna, VA 22182.

1.6      QUALIFICATION IN OTHER JURISDICTIONS.
         The Board shall take and/or authorize the taking of such action
         necessary to cause the Company to be qualified, formed or registered
         under assumed or fictitious name statutes or similar laws in any
         jurisdiction in which the Company transacts business and in which such
         qualification or registration is required by law or deemed advisable by
         the Company. The President or any duly qualified officer of the
         Company, as an authorized person within the meaning of the Delaware
         Act, shall execute, deliver and file any certificates (and any
         amendments and/or restatements thereof) necessary for the Company to
         qualify to do business in any jurisdiction in which the Company may
         wish to conduct business.




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                                    SECTION 2

                               PURPOSE AND POWERS

2.1      BUSINESS PURPOSES.
         The purpose of the Company is to (i) engage for profit in the Business,
         (ii) engage for profit in any and all other activities reasonably
         related to or incidental to the Business, and (iii) engage for profit
         in any other business for which limited liability companies may be
         formed under the Delaware Act, whether or not related or incidental to
         the Business, as may be determined from time to time by the act of the
         Directors constituting fifty and one-tenth percent (50.1%) or more of
         the total vote of the Board.

 2.2     POWERS OF THE COMPANY.
         Subject to obtaining any requisite Board approval required by Sections
         2.1 or 4.2(e), the Company shall have the power and authority to take
         any and all actions necessary, appropriate, proper, advisable,
         incidental or convenient to or for the furtherance of the purposes set
         forth in Section 2.1, to the extent that the same may be lawfully
         exercised by limited liability companies under the Delaware Act.


                                    SECTION 3

                                     MEMBERS

3.1      POWERS OF MEMBERS.
         Except as otherwise expressly provided herein, the Members shall have
         no power to transact any business in the Company's name nor have the
         power to sign documents for or otherwise bind the Company. Subject to
         the provisions of the Delaware Act, the Certificate and this Agreement,
         the Members hereby delegate any and all such powers to the Board and
         the officers to carry out the business affairs of the Company on the
         Members' behalf. Any power not reserved to the Members or delegated to
         the officers of the Company, if any, shall remain with the Board.
         Notwithstanding the foregoing, the agreement of the Parties contained
         in the Transaction Agreement takes precedence over, and shall not be
         abridged in any way by, the terms of this Agreement and the Company
         shall take such action as shall be necessary, upon receipt of notice of
         a Party, to cause the Company to abide by the terms of the Transaction
         Agreement and to cause the rights of such Party set forth in the
         Transaction Agreement to be honored by the Company.




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3.2      NO PRIORITY, ETC.
         Except as otherwise provided herein, no Member shall have priority
         over any other Member either as to the return of the amount of its
         Capital Contribution, if any, to the Company or as to any allocation of
         Net Profit and Net Loss.


3.3      MEETINGS OF MEMBERS.

         (a)      ANNUAL MEETINGS. An annual meeting of the Members for the
                  election of Directors and the transaction of other proper
                  business shall be held once a year at a time designated by the
                  Company.

         (b)      SPECIAL MEETINGS. Special meetings of the Members, for any
                  purpose or purposes, may be called by the Company and shall be
                  called by the Company at the request of Members holding ten
                  percent (10%) or more of the aggregate Percentage Interests.
                  The business transacted at any special meeting of Members
                  shall be limited to the purposes stated in the notice.

         (c)      PLACE OF MEETING. All meetings of Members shall be held at
                  such place within or outside the State of Delaware as the
                  Company shall designate.

         (d)      NOTICE OF MEETINGS. Notice of all meetings of Members, stating
                  the time, place and purpose of the meeting, shall be given as
                  provided in Section 16.1 at least 10 days and not more than 60
                  days before the meeting. Any adjourned meeting may be
                  adjourned without further notice, provided that any adjourned
                  session or sessions are held within 60 days after the date set
                  for the original meeting. No notice need be given (i) to any
                  Member if a written waiver of notice, executed before or after
                  the meeting by such Member or his attorney thereunto duly
                  authorized, is filed with the records of the meeting, or (ii)
                  to any Member who attends the meeting without protesting prior
                  thereto or at its commencement the lack of notice to him. A
                  waiver of notice need not specify the purposes of the meeting.

         (e)      QUORUM AND VOTING. All Members must be present in order to
                  constitute a minimum quorum required for the transaction of
                  business at any meeting of Members. Any question brought
                  before any meeting shall be decided by Members who, at the
                  time in question and in the aggregate, hold, or hold proxies
                  with respect to, a majority of the aggregate Percentage
                  Interests, unless a different vote is specifically provided
                  for by this Agreement.

         (f)      PROXIES. Percentage Interests of Members may be voted in
                  person or by proxy. A proxy purporting to be executed by or on
                  behalf of a Member shall be deemed




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                  valid unless challenged at or prior to its exercise and the
                  burden of proving invalidity shall rest on the challenger.

         (g)      ELECTRONIC COMMUNICATIONS. Members may participate in any
                  meeting of Members by means of conference telephone or similar
                  communications equipment by means of which all persons
                  participating in the meeting can hear each other, and such
                  participation in a meeting shall constitute presence in person
                  at the meeting.

3.4      ACTIONS OF MEMBERS WITHOUT A MEETING.
         Any action required to be taken at any annual or special meeting of
         Members or otherwise, or any action which may be taken at any annual or
         special meeting of such Members or otherwise, may be taken without a
         meeting and without a vote, if (i) at least two days advance notice of
         the intent to take action without a meeting is provided to each Member
         and (ii) a consent in writing, setting forth the action so taken, shall
         be signed by Members having not less than the minimum number of votes
         that would be necessary to authorize or take such action at a meeting.
         The foregoing two day advance notice period shall be deemed waived with
         respect to any Member that returns a signed consent to the Company.
         Prompt notice of the taking of the action without a meeting by less
         than unanimous written consent shall be given to each of those Members
         who have not consented in writing.


3.5      TRADE SECRETS; CONFIDENTIALITY.
         (a)      Each Member, to the extent, if any, that it becomes aware of a
                  trade secret of the Company, agrees that it will not at any
                  time reveal, divulge or otherwise make known any such trade
                  secret of the Company to any Person other than a current
                  officer or employee of the Company, or such other person as
                  the Board may designate in writing or, with prior notice to
                  the Company, pursuant to court order or other legal process or
                  the order of any governmental agency or entity.

         (b)      Except as required by applicable law (including reporting
                  requirements under generally accepted accounting principles),
                  each Member shall keep secret all material confidential
                  matters of the Company which are not otherwise in the public
                  domain and will not intentionally disclose them to anyone
                  outside of the Company during the term of this Agreement.




                                                                               5
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                                    SECTION 4

                                   MANAGEMENT


4.1      THE BOARD.
         (a)      GENERAL. The business and affairs of the Company shall be
                  managed by or under the direction of a committee of Managers
                  of the Company (the "BOARD") consisting initially of three (3)
                  natural persons designated as directors of the Company
                  ("DIRECTORS") pursuant to the terms of this Agreement. Other
                  than rights and powers expressly reserved to Members by this
                  Agreement or the Delaware Act, the Board shall have full,
                  exclusive and complete discretion to manage and control the
                  business and affairs of the Company, to make all decisions
                  affecting the business and affairs of the Company and to take
                  all such actions as it deems necessary or appropriate to
                  accomplish the purposes of the Company as set forth herein.
                  Each Director is hereby designated a Manager. The Directors
                  shall be appointed or elected as provided in Section 4.1(b).
                  Each Director elected shall hold office until a successor is
                  elected and qualified or until such Director's earlier death,
                  resignation or removal. Directors need not be Members. No
                  appointment or election of a Director shall become effective,
                  however, until the Person named shall have accepted in writing
                  such appointment and agreed in writing to be bound by the
                  terms of this Agreement.

         (b)      INITIAL ELECTION AND APPOINTMENT OF DIRECTORS. The initial
                  Directors shall be Roger S. Penske, Jr. (Chairman), Robert H.
                  Kurnick, Jr., and James Davidson. A Majority in Interest of
                  the Members, shall have the power to remove, with or without
                  cause and fill any vacancy on the Board created by the death,
                  resignation or removal of any Director; provided, however,
                  that so long as RSP owns two percent (2%) or more of the
                  Company the Members agree to take such action as is necessary
                  to ensure that he is elected as a Director of the Company.

         (c)      INCREASE OR DECREASE IN SIZE OF BOARD. The size of the Board
                  may be increased or decreased from time to time only by A
                  Majority in Interest of the Members or by an amendment to this
                  Agreement.

         (d)      RESTRICTIONS ON THE BOARD. The Board shall not: (i) do any act
                  in contravention of any applicable law or regulation, or
                  provision of this Agreement; (ii) admit any Person as a Member
                  except as permitted in this Agreement and the Delaware Act;
                  and (iii) without the prior consent of each Member or except
                  as provided in this Agreement, require the Members to make
                  additional capital contributions.

         (e)      MEETINGS OF THE BOARD. The Board may hold meetings, both
                  regular and special, either within or outside the State of
                  Delaware. The first meeting of each newly




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                  elected Board shall be held immediately after the annual
                  meeting of Members and at the same place, and no notice of
                  such meeting shall be necessary to the newly elected Directors
                  in order legally to constitute the meeting, provided a quorum
                  shall be present. In the event such meeting is not held at
                  that time and place, the meeting may be held at such time and
                  place as shall be specified in a notice given as hereinafter
                  provided for special meetings of the Board, or as shall be
                  specified in a written waiver signed by all of the Directors.
                  Regular meetings of the Board may be held without notice at
                  such time and at such place as shall from time to time be
                  determined by the Board. Special meetings of the Board may be
                  called by any Member on two days' notice to each Director,
                  either personally, by telephone, by mail, by telegram or by
                  any other means of communication; special meetings shall be
                  called by any Member, the Chairman, or the Secretary in like
                  manner and on five days' notice on the written request of one
                  or more of the Directors. Notice of a meeting need not be
                  given to any Director if a written waiver of notice, executed
                  by such Director before or after the meeting, is filed with
                  the records of the meeting, or to any Director who attends the
                  meeting without protesting prior thereto or at its
                  commencement, the lack of notice. A waiver of notice need not
                  specify the purposes of the meeting.

         (f)      QUORUM. At all meetings of the Board no less than three
                  Directors shall constitute a quorum for the transaction of
                  business. If a quorum shall not be present at any meeting of
                  the Board, the Directors present at such meeting may adjourn
                  the meeting from time to time, without notice other than
                  announcement at the meeting, until a quorum shall be present.
                  Any action required or permitted to be taken at any meeting of
                  the Board or of any committee thereof may be taken without a
                  meeting, without prior notice and without a vote, if a consent
                  in writing, setting forth the action so taken, shall be
                  signed, in the case of action by the Board, by Directors
                  having not less than the minimum number of votes that would be
                  necessary to authorize or take such action at a meeting, and
                  in the case of action by a committee, by all members of such
                  committee. Prompt notice of the taking of the action without a
                  meeting by less than unanimous written consent shall be given
                  to each of those Directors who have not consented in writing.

         (g)      REQUIRED BOARD VOTE. The affirmative vote of a majority of the
                  Directors present at any meeting at which there are sufficient
                  Directors present to constitute a quorum ("MAJORITY BOARD
                  VOTE") shall be the act of the Board, unless another vote is
                  specifically provided by this Agreement.

         (h)      COMMITTEES OF DIRECTORS. The Board may, by resolution passed
                  by a Majority Board Vote, designate one or more additional
                  committees, each committee to consist of one or more of the
                  Directors. Any such committee, to the extent and only to the
                  extent expressly provided in the resolution of the Board,
                  shall have and may exercise all the powers and authority of
                  the Board in the management of the




                                                                               7

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                  business and affairs of the Company. Each committee shall keep
                  regular minutes of its meetings and report the same to the
                  Board when required.

         (i)      ELECTRONIC COMMUNICATIONS. Members of the Board, or any
                  committee designated by the Board, may participate in a
                  meeting of the Board, or any committee, by means of conference
                  telephone or similar communications equipment by means of
                  which all persons participating in the meeting can hear each
                  other, and such participation in a meeting shall constitute
                  presence in person at the meeting.

         (j)      COMPENSATION OF DIRECTORS. Directors shall not receive
                  remuneration for services as a Director; provided, that
                  Directors shall be entitled to reimbursement of reasonable
                  out-of-pocket expenses incurred in connection with attendance
                  at regular or special meetings of the Board or any committee
                  thereof.

         (k)      DIRECTORS NOT AGENTS. The Directors are not agents of the
                  Company for the purpose of the Company's business and shall
                  not have the power to sign documents for or otherwise bind the
                  Company.

4.2      OFFICERS.

         (a)      GENERAL. The designated officers of the Company shall be a
                  Chairman, Vice Chairman, a President who shall be the Chief
                  Executive Officer of the Company, a Secretary and a Treasurer
                  and may include one or more Vice Presidents, one or more
                  Assistant Secretaries, one or more Assistant Treasurers, and
                  such other officers as may be appointed in accordance with the
                  provisions of Section 4.2(k) (each, an "OFFICER," and
                  together, the "OFFICERS"). Officers may be, but need not be,
                  Managers.

         (b)      ELECTION, TERM OF OFFICE, QUALIFICATIONS. Executive Officers
                  shall be elected by a Majority Board Vote, and the other
                  Officers shall be elected by a Majority Board Vote at any
                  regular or special meeting of the Board, provided that until
                  such elections or appointments have been made, the Officers
                  shall be the natural persons designated on SCHEDULE B annexed
                  hereto. Except as provided in paragraphs (c) and (d) of this
                  Section 4.2, each Officer shall hold office until his or her
                  successor shall have been chosen and qualified. Any two
                  offices may be held by the same Person, but no Officer shall
                  execute, acknowledge or verify any instrument in more than one
                  capacity if such instrument be required by law or this
                  Agreement to be executed, acknowledged or verified by any two
                  or more Officers.

         (c)      RESIGNATIONS AND REMOVALS. Any Officer may resign his or her
                  office at any time by delivering a written resignation to the
                  President or any Director. Unless otherwise specified therein,
                  such resignation shall take effect upon delivery. Executive
                  Officers may be removed from office at any time, with or
                  without




                                                                               8

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                  cause, by a Majority Board Vote at any regular meeting or any
                  special meeting. All other officers may be removed from
                  offices at any time by the President. Except to the extent
                  expressly provided in a written agreement with the Company, no
                  Officer resigning and no Officer removed shall have any right
                  to any compensation for any period following his resignation
                  or removal or any right to damages on account of such removal.

         (d)      VACANCIES AND NEWLY CREATED OFFICES. If any vacancy shall
                  occur in any office, other than any Executive Officer, by
                  reason of death, resignation, removal, disqualification or
                  other cause, or if any new office shall be created, such
                  vacancies or newly created offices may be filled by the Board
                  at any regular or special meeting or, in the case of any
                  office created pursuant to Section 4.2(k), by any Officer upon
                  whom such power shall have been conferred by the Board. If any
                  vacancy shall occur in the office of any Executive Officer,
                  such vacancy shall be filled by appointment made by a Majority
                  Board Vote.

         (e)      AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY
                  BOARD VOTE. Subject to the provisions of this Agreement and to
                  the directives and policies of the Board not in conflict with
                  this Agreement, the President and the other Officers of the
                  Company shall have the power, acting individually or jointly,
                  to represent and bind the Company in all matters, in
                  accordance with the scope of their respective duties subject
                  to the following restrictions:

                  The following actions or types of transactions shall not be
                  taken or consummated by the President or any other Officer,
                  employee or agent of the Company except pursuant to
                  resolutions, directions or guidelines adopted by a Majority
                  Board Vote, and such actions and types of transactions shall
                  not constitute action by the Company unless such Majority
                  Board Vote is obtained:

                  (1)      The merger, consolidation, reorganization or other
                           business combination of any kind involving the
                           Company or sale of all or substantially all the
                           assets of the Company.

                  (2)      Amendments to, or the execution or filing of any
                           document or agreement of any kind which would affect
                           the terms of, the Certificate or this Limited
                           Liability Company Agreement.

                  (3)      The issuance or sale, or any agreement to issue or
                           sell, directly or indirectly, to any Person, by the
                           Company any interest of any kind in the Company, any
                           rights, options or warrants or other securities to
                           acquire any such interest, or any securities
                           convertible into or exchangeable or exercisable for
                           such interest; provided, however, that any such
                           issuance that could or would entitle such person to
                           the rights of a Member or that would cause (or
                           entitle) such person to receive an interest (other
                           than




                                                                               9

<PAGE>

                           collateral security interests granted by the Company
                           to secure its obligations) of 5% or more in the
                           assets or profits of the Company shall also require
                           the approval of the Members of the Company in
                           accordance with section 12.1(b).

                  (4)      Any sale or other transfer of assets of the Company
                           not in the ordinary course of business consistent
                           with past practices (other than as provided in the
                           approved annual Business Plan).

                  (5)      The declaration or payment, directly or indirectly,
                           of any distribution, whether in cash, property or
                           securities or a combination thereof, with respect to
                           any Percentage Interest or Capital Contribution.

                  (6)      The redemption, purchase, repurchase, retirement or
                           other acquisition for value of any of the interests
                           in, or securities of, the Company.

                  (7)      The dissolution, liquidation, or voluntary bankruptcy
                           of the Company (other than any right of liquidation
                           expressly provided for under this Agreement).

                  (8)      Approval of the annual Business Plan.

                  (9)      Any investment in the equity or debt of another
                           corporation or in any partnership or other enterprise
                           (other than temporary investments of cash in money
                           market instruments).

                  (10)     Acceptance of annual financial statements.

                  (11)     Approval of policies relating to the investment or
                           allocation of surplus funds and creation of reserve
                           accounts.

                  (12)     Any change in the Company's accountants or any change
                           in the Company's material accounting policies, except
                           as required by generally accepted accounting
                           principles.

                  (13)     The making of any capital expenditure or acquisition
                           of assets by the Company (including by way of merger)
                           other than capital expenditures or acquisitions of
                           assets provided for in the then current approved
                           annual Business Plan (or any permitted deviations
                           from the capital budget which may be allowed by a
                           current approved Business Plan).

                  (14)     Incurring, creating, assuming or guaranteeing any
                           indebtedness by the Company, absolute or contingent
                           of any nature whatsoever (other than




                                                                              10

<PAGE>

                           indebtedness incurred in the ordinary course of
                           business consistent with past practice or as provided
                           for in a current approved Business Plan).

                  (15)     The extension of any material credit, including the
                           lending of funds by the Company, to another Person,
                           other than in the normal course of business of the
                           Company.

                  (16)     Election of Executive Officers; the establishment or
                           change in any Executive Officer's compensation or
                           benefits of any kind; the establishment or amendment
                           of any employee pension or other benefit programs of
                           any kind; or action taken under any employment
                           agreement.

                  (17)     The institution, termination or settlement by the
                           Company of any litigation where the amount in
                           controversy exceeds $100,000.

                  (18)     The formation of any Subsidiary.

                  (19)     Any change in the Company's name, subject to the
                           terms of the Trademark Agreement.

         (f)      CHAIRMAN; VICE CHAIRMAN. The Chairman and Vice Chairman shall
                  each be elected by the Board and preside at all meetings of
                  the Board, but shall have no other duties or powers except as
                  may be determined by the Board from time to time.

         (g)      PRESIDENT. From time to time as appropriate, pursuant to
                  Section 4.2(b) the Board shall elect a president of the
                  Company who (subject to the terms of any applicable employment
                  agreement) shall serve as such until the earlier of his death
                  or resignation or his removal in accordance with the terms of
                  this Agreement (the "PRESIDENT"). The President shall be the
                  chief executive officer of the Company, shall preside at all
                  meetings of the Members, and shall have the responsibility for
                  managing the day-to-day business operations and affairs of the
                  Company and supervising its other Officers, subject to the
                  direction, supervision and control of the Board. In general,
                  the President shall have such other powers and (subject to the
                  terms of any applicable employment agreement) perform such
                  other duties as usually pertain to the office of the
                  President, and as from time to time may be assigned to him by
                  the Board, including, without limitation, the authority to
                  retain and terminate employees of the Company (other than
                  Officers). The powers and duties of the President shall at all
                  times be subject to the provisions of Section 4.2(e).

         (h)      VICE PRESIDENT. From time to time as appropriate, pursuant to
                  Section 4.2(b), the Board may elect one or more vice
                  presidents of the Company (each a "VICE PRESIDENT") who
                  (subject to the terms of any applicable employment agreement)




                                                                              11

<PAGE>

                  shall serve as such until the earlier of such persons death or
                  resignation or his removal in accordance with the terms of
                  this Agreement. A Vice President shall have such duties as may
                  be prescribed by the Board or the President, under whose
                  supervision the Vice President shall be.

         (i)      THE SECRETARY AND ASSISTANT SECRETARY. The Secretary shall
                  attend all meetings of the Board and all meetings of the
                  Members and record all the proceedings of the meetings and all
                  actions of the Members, the Board and the committees of the
                  Board in a book to be kept for that purpose and shall perform
                  like duties for the standing committees when required. The
                  Secretary shall give, or cause to be given, notice of all
                  meetings of the Members and special meetings of the Board, and
                  shall perform such other duties as may be prescribed by the
                  Board or the President, under whose supervision the Secretary
                  shall be. The Assistant Secretary, or if there be more than
                  one, the Assistant Secretaries in the order determined by the
                  Board (or if there be no such determination, then in order of
                  their election) shall, in the absence of the Secretary or in
                  the event of the Secretary's inability to act, perform the
                  duties and exercise the powers of the Secretary and shall
                  perform such other duties and have such other powers as the
                  Board may from time to time prescribe.

         (j)      THE TREASURER AND ASSISTANT TREASURER. The Treasurer shall
                  have the custody of the Company's funds and securities and
                  shall keep full and accurate accounts of receipts and
                  disbursements in books belonging to the Company and shall
                  deposit all moneys and other valuable effects in the name and
                  to the credit of the Company in such depositories as may be
                  designated by the Board. The Treasurer shall disburse the
                  funds of the Company as may be ordered by the Board, taking
                  proper vouchers for such disbursements, and shall render to
                  the President, under whose supervision the Treasurer shall be,
                  and the Board, at its regular meetings, or when the Board so
                  requires, an account of all of the Treasurer's transactions
                  and of the financial condition of the Company. The Assistant
                  Treasurer, or if there shall be more than one, the Assistant
                  Treasurers in the order determined by the Board (or if there
                  be no such determination, then in the order of their
                  election), shall, in the absence of the Treasurer or in the
                  event of the Treasurer's inability to act, perform the duties
                  and exercise the powers of the Treasurer and shall perform
                  such other duties and have such other powers as the Board may
                  from time to time prescribe.

         (k)      SUBORDINATE OFFICERS. The Board from time to time may appoint
                  such other subordinate Officers, or agents as it may deem
                  advisable, each of whom shall have such title, hold office for
                  such period, have such authority and perform such duties as
                  the Board may determine in its sole discretion subject always
                  to the direction and control of the President. The Board from
                  time to time may delegate to one or more Officers or agents
                  the power to appoint any such subordinate Officers or agents
                  and prescribe their respective rights, terms of office,
                  authorities and duties.



                                                                              12
<PAGE>

         (l)      OFFICERS AS AGENTS. The Officers, to the extent of their
                  powers set forth in this Agreement, are agents of the Company
                  for the purpose of the Company's business, and the actions of
                  the Officers taken in accordance with such powers shall bind
                  the Company.


4.3      ACTIONS AND DETERMINATIONS OF THE COMPANY.
         Whenever this Agreement provides that a determination shall be made or
         an action shall be taken by the Company, such determination or act may
         be made or taken by the Board or, pursuant to this Agreement or with
         the required authorization of the Board, by any committee of the Board
         or any Officer acting under the supervision of the Board.


                                    SECTION 5

                               OPERATING POLICIES

5.1      ANNUAL BUSINESS PLAN PROCESS.
         The President shall prepare and submit, or cause to have prepared and
         submitted, to the Board for its approval (i) a business plan (the
         "INITIAL BUSINESS PLAN") on or before December 15, 2001, and (ii)
         updated business plans at least sixty (60) days prior to the beginning
         of each new Fiscal Year (each such business plan, a "BUSINESS PLAN")
         covering the period of the new Fiscal Year (except for the Initial
         Business Plan, which shall cover the current Fiscal Year) and each of
         the two next succeeding years (such three year period, the "BUSINESS
         PLAN PERIOD"). Each such Business Plan shall set forth, for each of the
         years covered by the Business Plan Period, the Company's capital
         expenditure and expense budgets, anticipated financing requirements, a
         detailed financial plan and proforma financial statements, and shall
         specify quantitative and qualitative goals for the Company and relate
         the attainment of those goals to the Company's strategic objectives.

         (a)      Not more than thirty (30) days following its receipt of an
                  annual Business Plan, the Board shall identify any additional
                  information, clarification and/or modification required for
                  its approval, and the President shall provide such to the
                  Board as soon as practicable. Any approval granted by the
                  Board shall apply only to the first year of any Business Plan
                  Period and, in the event that the annual Business Plan for the
                  next fiscal year is not approved by the close of the then
                  current Fiscal Year, the then existing Business Plan shall
                  continue as the approved Business Plan for a period of not
                  more than 90 days following the close of the then current
                  Fiscal Year.

         (b)      The President shall prepare and present, or have prepared and
                  presented, at each regular meeting of the Board, or at any
                  special meeting called for this purpose, a





                                                                              13
<PAGE>

                  review of the Company's year-to-date progress in comparison to
                  the approved Business Plan.

5.2      INSURANCE.
         The Company will maintain insurance at levels and of types consistent
         with what would be deemed commercially reasonable for a company engaged
         in business activities substantially similar to that of the Business.

5.3      FISCAL YEAR.
         The fiscal year of the Company (the "FISCAL YEAR") shall end on the
         31st day of December in each year. The Company shall have the same
         fiscal year for income tax and for financial accounting purposes. To
         the extent permissible under applicable law, the Fiscal Year may be
         changed by a Majority Board Vote.


5.4      INITIAL ACCOUNTANTS; CHANGE OF ACCOUNTANTS.
         The Company's independent public accountant as of the Closing shall be
         Deloitte & Touche LLP. The Company's independent public accountant may
         be changed at any time by a Majority Board Vote.


                                    SECTION 6
                  CAPITAL CONTRIBUTIONS, PERCENTAGE INTERESTS,
                          CAPITAL ACCOUNTS AND ADVANCES


6.1      CAPITAL CONTRIBUTIONS.
         The value of each Member's initial capital contribution to the Company
         shall equal the amount set forth opposite the Member's name on SCHEDULE
         A attached hereto. Schedule A hereto shall be amended by the Company
         from time to time to reflect changes in the Percentage Interests set
         forth therein resulting from issuances, redemptions, purchases and
         sales of membership interests in the Company pursuant to the terms of
         this Agreement.

6.2      MEMBER'S PERCENTAGE INTEREST.
         A Member's Percentage Interest shall for all purposes be personal
         property. A Member has no interest in specific Company property.

6.3      STATUS OF CAPITAL CONTRIBUTIONS.
         (a)      Except as otherwise expressly provided herein, no Member shall
                  have the right to withdraw capital from the Company or to
                  receive any distribution or return of such Member's Capital
                  Contributions.





                                                                              14
<PAGE>

         (b)      No Member shall receive any interest, salary or drawing with
                  respect to its Capital Contributions, if any, or its Capital
                  Account or for services rendered on behalf of the Company or
                  otherwise in its capacity as a Member, except as otherwise
                  specifically provided in this Agreement.

         (c)      The Members shall be liable only to make their initial Capital
                  Contributions pursuant to Section 6.1, and no Member shall be
                  required to lend any funds to the Company or to make any
                  additional Capital Contributions to the Company.

6.4      CAPITAL ACCOUNTS.
         A separate capital account (each a "CAPITAL ACCOUNT") for each Member
         shall be established on the books and records of the Company and such
         Capital Accounts shall be maintained for each Member in accordance with
         the following provisions:

         (a)      To each Member's Capital Account there shall be credited such
                  Member's Capital Contributions, such Member's distributive
                  share of Net Profit and items in the nature of income or gain
                  which are specially allocated to such Member pursuant to
                  Section 6.4(f) and Section 7.2 hereof, and the amount of any
                  Company liabilities assumed by such Member or which are
                  secured by any Company property distributed to such Member.

         (b)      To each Member's Capital Account there shall be debited the
                  amount of cash and the Gross Asset Value of any Company
                  property distributed to such Member pursuant to any provision
                  of the Agreement (including amounts distributed to a Member
                  but required to be paid on such Member's behalf directly to a
                  creditor or another party pursuant to a separate agreement),
                  such Member's distributive share of Net Loss and any items in
                  the nature of expenses or losses which are specially allocated
                  pursuant to Section 6.4(f) and Section 7.2 hereof, and the
                  amount of any liabilities of such Member assumed by the
                  Company or which are secured by any property contributed by
                  such Member to the Company.

         (c)      In the event all or a portion of a Member's Percentage
                  Interest is transferred in accordance with the terms of the
                  Agreement, the transferee shall succeed to the Capital Account
                  of the transferor to the extent it relates to the transferred
                  Percentage Interest.

         (d)      In determining the amount of any liability for purposes of
                  Sections 6.4(a) and 6.4(b) hereof, there shall be taken into
                  account Code Section 752 and any other applicable provisions
                  of the Code and Treasury Regulations.

         (e)      Immediately prior to the occurrence of an event specified in
                  Treasury Regulation Section 1.704(b)-1(b)(2)(iv)(f)(5)(i) or
                  (ii), the Capital Accounts of the Members shall be adjusted
                  (consistent with the provisions hereof and Treasury
                  Regulations under Section 704 of the Code) upward or downward
                  to reflect any unrealized





                                                                              15

<PAGE>

                  gain or unrealized loss attributable to property of the
                  Company, as if such unrealized gain or unrealized loss had
                  been recognized upon an actual sale of each asset immediately
                  prior to such event and had been allocated first to equalize
                  the Capital Accounts of the Members in proportion to their
                  relative Percentage Interests, and then to all the Members in
                  accordance with their Percentage Interests. In determining
                  such unrealized gain or unrealized loss, the fair market value
                  of the property of the Company as of any date of determination
                  shall be reasonably determined by Majority Board Vote. This
                  Section 6.4(e) provision is intended to meet the requirements
                  of Treas. Reg. 1.704-1(b)(2)(iv)(f).

         (f)      This Section 6.4 and other provisions of this Agreement
                  relating to the maintenance of Capital Accounts are intended
                  to comply with Treasury Regulations Section 1.704-1(b), and
                  shall be interpreted and applied in a manner consistent with
                  such Treasury Regulations. Notwithstanding that a particular
                  adjustment is not set forth in this Section 6.4, the Capital
                  Accounts of the Members shall be adjusted as required by, and
                  in accordance with, the capital account maintenance rules of
                  Treasury Regulations Section 1.704-1(b).

6.5      NEGATIVE CAPITAL ACCOUNTS.
         No Member shall be required to make up an Adjusted Capital Account
         Deficit nor pay to any Member the amount of any such deficit in any
         such account.


6.6      LOANS FROM MEMBERS.
         Loans by a Member to the Company shall not be considered Capital
         Contributions. If any Member shall advance funds to the Company in
         excess of the amounts required hereunder to be contributed by such
         Member to the capital of the Company, the making of such advances shall
         not result in any increase in the amount of the Capital Account of such
         Member. The amounts of any such advances shall be a debt of the Company
         to such Member and shall be payable or collectible only out of the
         Company assets in accordance with the terms and conditions upon which
         such advances are made. The repayment of loans from a Member to the
         Company upon liquidation shall be subject to the order of priority set
         forth in Section 14.2.


                                    SECTION 7

                        ALLOCATIONS OF PROFITS AND LOSSES


7.1      ALLOCATIONS OF NET PROFIT AND NET LOSS.
         (a)      After giving effect to the special allocations set forth in
                  Section 6.4(e) and Section 7.2 hereof, Net Profit of the
                  Company for any Fiscal Year shall be allocated: one hundred
                  percent (100%) to the Members, in proportion to and to the
                  extent of (A)




                                                                              16

<PAGE>

                  the cumulative Net Losses allocated to each Member pursuant to
                  Section 7.1(c) for all prior Fiscal Years, over (B) the
                  cumulative Net Profits allocated to each Member pursuant to
                  this Section 7.1(a)(ii) for all prior Fiscal Years; and (iii)
                  the balance, if any, among the Members in proportion to their
                  Percentage Interests.

         (b)      After giving effect to the special allocations set forth in
                  Section 6.4(e) and Section 7.2 hereof, Net Losses of the
                  Company for any Fiscal Year shall be allocated among the
                  Members in proportion to their Percentage Interests.

         (c)      Notwithstanding the foregoing provisions of Section 7.1(b),
                  the Net Losses allocated pursuant to Section 7.1(b) shall not
                  exceed the maximum amount of Net Losses that can be so
                  allocated without causing any Member to have an Adjusted
                  Capital Account Deficit at the end of any Fiscal Year. In the
                  event some but not all of the Members would have Adjusted
                  Capital Account Deficits as a consequence of an allocation of
                  Net Losses pursuant to Section 7.1(b) hereof, the limitation
                  set forth in this Section 7.1(c) shall be applied on a Member
                  by Member basis so as to allocate the maximum permissible Net
                  Loss amounts to each Member under Treasury Regulations Section
                  1.704-1(b)(2)(ii)(d). All Net Loss amounts in excess of the
                  limitation set forth in this Section 7.1(c) shall be allocated
                  to the Members in accordance with their Percentage Interests.

7.2      SPECIAL ALLOCATIONS.
         (a)      Any allocation pursuant to Section 7.1 will be subject to the
                  following adjustments and special allocations which shall be
                  made in the following order of priority and prior to any
                  allocation under Section 7.1:
                  (i)      MINIMUM GAIN CHARGEBACK. Notwithstanding any other
                           provision of this Section 7.2, if there is a net
                           decrease in Company Minimum Gain or Member Minimum
                           Gain during any Fiscal Year, prior to any other
                           allocation pursuant hereto, items of Company income
                           and gain for such Fiscal Year (and, if necessary,
                           subsequent Fiscal Years) shall be specially allocated
                           between the Members in accordance with Treasury
                           Regulations Sections 1.704-2(f) and (i). The items to
                           be so allocated shall be determined in accordance
                           with Treasury Regulations Section 1.704-2(f)(6) and
                           1.704-2(j)(2)(i) through (iii).

                  (ii)     QUALIFIED INCOME OFFSET. If any Member unexpectedly
                           receives any adjustments, allocations or
                           distributions described in Treasury Regulations
                           Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items
                           of Company income and gain shall be specially
                           allocated to each such Member in an amount and manner
                           sufficient to eliminate, to the extent required by
                           the Treasury Regulations, the Adjusted Capital
                           Account Deficit of such Member as quickly as
                           possible, provided that an allocation pursuant to
                           this Section 7.2(a)(ii) shall be made only if and to
                           the extent that such Member would have an Adjusted
                           Capital Account Deficit after all other allocations





                                                                              17
<PAGE>

                           provided for in this Section 7.2(a) have been
                           tentatively made as if this Section 7.2(a)(ii) were
                           not in the Agreement.

                  (iii)    SPECIAL INCOME ALLOCATION. If any Member has an
                           Adjusted Capital Account Deficit in its Capital
                           Account at the end of any Fiscal Year or portion
                           thereof that is in excess of the sum of (I) the
                           amount such Member is obligated to restore pursuant
                           to any provision of this Agreement, and (II) the
                           amount such Member is deemed to be obligated to
                           restore pursuant to the penultimate sentences of
                           Treasury Regulations Sections 1.704-2(g)(1) and
                           1.704-2(i)(5) of the Regulations, each such Member
                           shall be specially allocated items of Company income
                           and gain in the amount of such excess as quickly as
                           possible, provided that an allocation pursuant to
                           this Section 7.2(a)(iii) shall be made only if and to
                           the extent that such Member would have an Adjusted
                           Capital Account Deficit in excess of such sum after
                           all other allocations provided for in this Section
                           7.2(a) have been made as if this Section 7.2(a)(iii)
                           were not in the Agreement.

                  (iv)     NONRECOURSE DEDUCTIONS. Nonrecourse Deductions, if
                           any, for any Fiscal Year shall be allocated (as
                           nearly as possible) under Treasury Regulations
                           Section 1.704-2(e) among the Members in proportion to
                           their respective Percentage Interests.

                  (v)      MEMBER NONRECOURSE DEDUCTIONS. In accordance with the
                           principles set forth in Treasury Regulations Section
                           1.704-2(i), any Member Nonrecourse Deductions for any
                           Fiscal Year shall be allocated to the Members in
                           accordance with the ratios in which they potentially
                           bear the economic risk of loss with respect to such
                           Member Nonrecourse Debt.

                  (vi)     SECTION 754 ADJUSTMENTS. To the extent an adjustment
                           to the adjusted tax basis of any Company asset
                           pursuant to Section 734(b) or 743(b) of the Code is
                           required pursuant to Treasury Regulations Section
                           1.704-1(b)(2)(iv)(m) to be taken into account in
                           determining Capital Accounts as a result of a
                           distribution to a Member in complete liquidation of
                           its interest, the amount of such adjustment to the
                           Capital Accounts shall be treated as an item of gain
                           (if the adjustment increases the basis of the asset),
                           or loss (if the adjustment decreases such basis), and
                           such item of gain or loss shall be specially
                           allocated in a manner consistent with the manner in
                           which the Capital Accounts of the Members are
                           required to be adjusted pursuant to such Section of
                           the Regulations.

                  (b)      CURATIVE ALLOCATIONS. It is the intent of the parties
                           that, to the extent possible, all allocations
                           pursuant to Sections 7.2(a)(i) through 7.2(a)(vi)
                           (the "REGULATORY ALLOCATIONS") shall be offset either
                           with other Regulatory Allocations or with special
                           allocations of other items of





                                                                              18

<PAGE>

                           Company income, gain, loss or deduction pursuant to
                           this Section 7.2(b). Therefore, notwithstanding any
                           other provision of this Agreement (other than
                           Sections 7.2(a)(i) through 7.2(a)(vi)), the Board
                           shall make such offsetting special allocations of
                           Company income, gain, loss or deductions as are
                           appropriate so that after such offsetting allocations
                           are made, each Members Capital Account balance is, to
                           the extent possible, equal to the Capital Account
                           balance such Member would have had if Sections
                           7.2(a)(i) through 7.2(a)(vi) were not part of this
                           Agreement and all Company items were allocated
                           pursuant to Section 7.1 of this Agreement.


7.3      TAX ALLOCATIONS.
         Items of income, gain, loss, deduction and credit of the Company shall,
         for each Fiscal Year, be allocated, for U.S. federal, state and local
         income tax purposes, among the Members in the same manner as the items
         of income, gain, loss, deduction and credit were allocated to such
         Members pursuant to Section 6.4(e), Section 7.1 and Section 7.2 hereof.
         Notwithstanding the foregoing, in accordance with Code Section 704(c)
         and the Treasury Regulations thereunder, items of income, gain, loss
         and deduction with respect to any property contributed to the capital
         of the Company shall, solely for tax purposes, be allocated among the
         Members so as to take account of any variation between the adjusted tax
         basis of such property at the time of contribution to the Company for
         federal income tax purposes and its Gross Asset Value at the time of
         contribution using the "remedial allocation method" set forth in
         Treasury Regulation 1.704-3(d). In the event the Gross Asset Value of
         any Company asset is adjusted in accordance with the definition of
         Gross Asset Value hereof, subsequent allocations of items of income,
         gain, loss, and deductions with respect to such asset shall take
         account of any variation between the adjusted tax basis of such asset
         for federal income tax purposes and its adjusted Gross Asset Value in a
         manner consistent with the principles of Code Section 704(c) and the
         Treasury Regulations thereunder. Allocations pursuant to this Section
         7.3 are solely for purposes of U.S. federal, state, and local income
         taxes and shall not affect, or in any way be taken into account in
         computing, any Member's Capital Account or share of Net Profit or Net
         Loss, other items, or distributions pursuant to any provision of this
         Agreement.


7.4      TRANSFER OR CHANGE IN MEMBER INTERESTS.
         If the respective interests of the existing Members in the Company
         change or if a Company interest is transferred to any other person or
         entity, then, for the Fiscal Year of transfer, all income, gains,
         losses, deductions, tax credits and other tax incidents resulting from
         the operations of the Company shall be allocated, as between the
         transferor and the transferee, by taking into account their varying
         interests in accordance with Section 706 of the Code.





                                                                              19
<PAGE>

                                    SECTION 8

                          DISTRIBUTIONS AND WITHHOLDING


8.1      DISTRIBUTIONS.
         The Company shall not make any distributions to its Members except as
         determined by the Board in accordance with Section 4.2(e) or except as
         provided in Section 13. It is the current policy of the Company to
         distribute on a monthly basis 90% of the earnings of the Company for
         the month preceding distribution. Except as otherwise expressly
         provided in Section 13, all Distributions shall be made to Members pro
         rata in accordance with their respective Percentage Interests.


8.2      LIMITATIONS ON DISTRIBUTION.
         Notwithstanding any provision to the contrary contained in this
         Agreement, the Company shall not make a distribution to any Member on
         account of its interest in the Company if such distribution would
         violate Section 18-607 of the Delaware Act.


8.3      WITHHOLDING TAXES.
         If the Company is required to withhold any portion of any amounts
         distributed or allocated to a Member by applicable U.S. federal, state,
         local or foreign tax laws, the Company may withhold such amounts and
         make such payments to taxing authorities as are necessary to ensure
         compliance with such tax laws. Any funds withheld by reason of this
         Section 8.3 shall nonetheless be deemed distributed to the Member in
         question for all purposes under this Agreement. If the Company did not
         withhold from actual distributions any amounts it was required to
         withhold, the Company may, at its option, (i) require the Member to
         which the withholding was credited to reimburse the Company for such
         withholding; or (ii) reduce any subsequent distributions to such Member
         by the amount of such withholding. The obligation of a Member to
         reimburse the Company for taxes that were required to be withheld shall
         continue after such Member transfers or liquidates its interest in the
         Company. Each Member agrees to furnish the Company with any
         representations and forms as shall reasonably be requested by the
         Company to assist in determining the extent of, and in fulfilling, any
         withholding obligations it may have.


                                    SECTION 9

                                   TAX MATTERS

9.1      TAX MATTERS MEMBER.
         (a)      United Auto Group, Inc. ("UAG") is hereby designated as the
                  initial "Tax Matters Member" ("TMM") of the Company under
                  Section 6231 of the Code and the






                                                                              20
<PAGE>

                  Treasury Regulations thereunder. Each Member hereby consents
                  to such designation and agrees that upon the request of the
                  Company it will execute, certify, acknowledge, deliver, swear
                  to, file and record at the appropriate public offices such
                  documents as may be necessary or appropriate to evidence such
                  consent. Upon the resignation or bankruptcy of UAG, or upon
                  the failure of UAG to carry out the responsibilities of a TMM
                  in a timely fashion, a successor to serve in such capacity
                  shall be designated by vote of Members holding a majority of
                  the interests in the Company. The TMM may employ experienced
                  tax counsel to represent the Company in connection with any
                  audit or investigation of the Company by the Internal Revenue
                  Service ("IRS"), and in connection with --- all subsequent
                  administrative and judicial proceedings arising out of such
                  audit. The fees and expenses of such counsel shall be a
                  Company expense and shall be paid by the Company. Such counsel
                  shall be responsible for representing the Company; it shall be
                  the responsibility of the Members, at their own expense, to
                  employ tax counsel to represent their respective separate
                  interests. The TMM shall keep the Members informed of all
                  administrative and judicial proceedings as required by Code
                  Section 6223(g) and shall furnish to each Member a copy of
                  each notice or other communication received by the TMM from
                  the IRS except such notice or communication sent directly to
                  the Members by the IRS. All expenses incurred by the TMM in
                  serving in such capacity shall be Company expenses and shall
                  be paid by the Company.

         (b)      Notwithstanding the foregoing, prior to taking any of the
                  following actions the Company shall provide notice to the
                  Members and shall provide the Members with a reasonable period
                  of time in which to review and approve such action (which
                  approval shall not be unreasonably withheld):

                  (i)      Any written correspondence or filings and any
                           settlements in connection with any income tax audit
                           of the Company or any other tax audit involving
                           material taxes of the Company, including
                           administrative settlement and judicial review.

                  (ii)     Except as set forth in Section 9.1(a) and Section
                           9.2, the making of any tax election.

                  (iii)    Any adjustment to the capital accounts of the Members
                           in connection with Section 6.4(e) and Section 6.4(f).

                  (iv)     Approval of any income tax return of the Company and
                           any other tax return of the Company which reflects
                           the tax treatment of any item arising in connection
                           with actions described in Section 4.2(e)(i)(1),(4),
                           (5), (6) or (7) or 4.2(e)(ii) (2), (5) or (7).





                                                                              21
<PAGE>

                  (v)      Any allocation made pursuant to Section 7.2, and any
                           decision to revise, alter or otherwise modify the
                           methods of allocation set forth in Section 7 hereof.


9.2      RIGHT TO MAKE SECTION 754 ELECTION.
         The TMM may make an election under Section 754 of the Code to the
         extent requested by any Member. Each Member shall, upon request of the
         TMM, at such Member's cost, promptly supply the TMM information
         reasonably necessary to give effect to such election.


9.3      TAXATION AS PARTNERSHIP.
         The Company shall be treated as a partnership for United States federal
         and state income tax purposes and the Members agree not to take any
         action inconsistent with the Company's classification as a partnership
         for United States federal and State income tax purposes. By executing
         this Agreement, each of the Members hereby consents to, and the TMM
         shall, take any action necessary, including, without limitation, the
         execution of any forms and documents, for the Company to be treated as
         a partnership for United States federal and state income tax purposes.


                                   SECTION 10

                     BANKING; ACCOUNTING; BOOKS AND RECORDS


10.1     BANKING.
         All funds of the Company may be deposited in such bank, brokerage or
         money market accounts as shall be established by the Company.
         Withdrawals from and checks drawn on any such account shall be made
         upon the President's signature and/or such other signature or
         signatures as the Board may designate.

10.2     MAINTENANCE OF BOOKS AND RECORDS; ACCOUNTS AND ACCOUNTING METHOD;
         INSPECTION.

         (a)      the Company shall keep or cause to be kept at the address of
                  the Company (or at such other place as the Company shall
                  advise the Members in writing) full and accurate accounts of
                  the transactions of the Company in proper books and records of
                  account which shall set forth all information required by the
                  Delaware Act. Such books and records shall be maintained on
                  the basis of United States generally accepted accounting
                  principles, to the extent that such principles are not
                  inconsistent with the other provisions of this Agreement. Such
                  books and records shall be available, upon reasonable notice
                  to the Company, for inspection and copying at reasonable times
                  during business hours by a Member or its duly authorized
                  agents or representatives for any purpose reasonably related
                  to such





                                                                              22

<PAGE>

                  Member's interest as a member in the Company.

         (b)      Employees, agents and representatives of UAG shall have full
                  access to the plants and properties of the Company and its
                  Subsidiaries for the purpose of inspecting such plants and
                  properties and the operations thereon during normal business
                  hours, in a manner that does not unduly disrupt the business
                  or operations of the Company and upon the prior written notice
                  to the President of the Company of any such inspection.


                                   SECTION 11

                               REPORTS TO MEMBERS

11.1     REPORTS TO CURRENT MEMBERS.
         (a)      The Company shall use its good faith efforts to prepare and
                  mail to each Member, within 75 days after the end of each
                  Fiscal Year and 30 days after the end of each quarter thereof
                  other than the last quarter of the Fiscal Year, a financial
                  report (upon request of UAG, audited in the case of a report
                  sent as of the end of a Fiscal Year and unaudited in the case
                  of a report sent as of the end of a quarter) setting forth as
                  of the end of such Fiscal Year or quarter (i) the assets and
                  liabilities of the Company as of the end of such Fiscal Year
                  or quarter, (ii) the income or loss of the Company for such
                  Fiscal Year or quarter and (iii) the changes in cash flow
                  during such Fiscal Year or quarter. The Company shall provide
                  timely and accurate tax information to enable the Members to
                  prepare extensions, estimates and final returns.

         (b)      The Company shall use its good faith efforts to prepare and
                  mail to each Member, within 100 days after the end of each
                  Fiscal Year a financial report setting forth as of the end of
                  such Fiscal Year such Member's closing Capital Account as of
                  the end of such Fiscal Year, together with a reconciliation of
                  the changes from the previous report.


11.2     TAX INFORMATION.
         (a)      No later than April 10, June 10, September 10 and December 10
                  of each Fiscal Year, the Company shall deliver to each Person
                  that was a Member at any time during the quarter in which or
                  immediately preceding which such date occurs a statement of
                  such Person's distributive share, if any, of items of income,
                  gain, loss, deduction and credit of the Company for such
                  quarter and such other information as may be reasonably
                  necessary for such Person to make its estimated tax payments.


                                                                              23
<PAGE>

         (b)      As soon as practicable after the end of the Fiscal Year, but
                  in no event later than 45 days after the end of the Fiscal
                  Year, the Company shall deliver to each Person that was a
                  Member at any time during such Fiscal Year a final statement
                  of such Person's reasonably determined distributive share, if
                  any, of items of income, gain, loss, deduction and credit of
                  the Company for such Fiscal Year and such other information as
                  may be reasonably necessary for such Person to complete its
                  tax returns (including copies of any tax returns that have
                  been filed by the Company).

         (c)      The Company shall provide each Member with a copy of any tax
                  return described in Section 9.1(b)(iv) hereof for such
                  Member's review at least twenty (20) business days before the
                  due date of such tax return.

11.3     ADDITIONAL INFORMATION.
         Upon the request of any Member, the Company shall, at the request of a
         Member, furnish such additional information about the Company and
         distributions from the Company reasonably related to such Member's
         interest in the Company. Without limiting the foregoing sentence, the
         Company agrees to use its good faith efforts to make available to any
         Member which accounts for its interest on the equity method (whether or
         not the Company is publicly reporting), such financial information as
         may be reasonably required by such Member, it being understood that
         such information will be the type of financial information that the
         Company would file with the Securities and Exchange Commission if the
         Company were subject to the periodic reporting requirements of the
         Exchange Act of 1934, as amended. the Company agrees to use its good
         faith efforts to provide such information to any such Member at a date
         which will allow such Member a reasonable period of time in which to
         incorporate such information into any filings to be made by such
         Member.


                                   SECTION 12

                   LIABILITY, EXCULPATION AND INDEMNIFICATION

12.1     LIABILITY.
         Except as otherwise provided by the Delaware Act, the debts,
         obligations and liabilities of the Company, whether arising in
         contract, tort or otherwise, shall be solely the debts, obligations and
         liabilities of the Company, and no Covered Person shall be obligated
         personally for any such debt, obligation or liability of the Company
         solely by reason of being a Covered Person.

12.2     EXCULPATION.
         (a)      GENERALLY. No Covered Person shall be liable to the Company or
                  any Member for any act or omission taken or suffered by such
                  Covered Person in good faith and in the reasonable belief that
                  such act or omission is in or is not contrary to the best




                                                                              24

<PAGE>

                  interests of the Company and is within the scope of authority
                  granted to such Covered Person by this Agreement, provided
                  that such act or omission is not in material violation of this
                  Agreement and does not constitute Disabling Conduct by the
                  Covered Person. No Member shall be liable to the Company or
                  any Member for any action taken by any other Member.

         (b)      RELIANCE GENERALLY. A Covered Person shall incur no liability
                  in acting upon any signature or writing reasonably believed by
                  it to be genuine, and may rely on a certificate signed by an
                  executive officer of any Person in order to ascertain any fact
                  with respect to such Person or within such Person's knowledge
                  and may rely on an opinion of counsel selected by such Covered
                  Person with respect to legal matters, except to the extent
                  that such liability resulted from the Covered Person having
                  engaged in Disabling Conduct. Each Covered Person may act
                  directly or through its agents or attorneys. Each Covered
                  Person may consult with counsel, appraisers, engineers,
                  accountants and other skilled Persons of its choosing, and
                  shall not be liable for anything done, suffered or omitted in
                  good faith in reasonable reliance upon the advice of any of
                  such Persons, except to the extent that such Covered Person
                  engaged in Disabling Conduct. No Covered Person shall be
                  liable to the Company or any Member for any error of judgment
                  made in good faith by a responsible officer or officers of the
                  Covered Person, except to the extent that such liability
                  resulted from the Covered Person having engaged in Disabling
                  Conduct. Except as otherwise provided in this Section 12.2, no
                  Covered Person shall be liable to the Company or any Member
                  for any mistake of fact or judgment by the Covered Person in
                  conducting the affairs of the Company or otherwise acting in
                  respect of and within the scope of this Agreement, except to
                  the extent that such liability resulted from the Covered
                  Person having engaged in Disabling Conduct. No Covered Person
                  shall be liable for the return to any Member of all or any
                  portion of any Member's Capital Account or Capital
                  Contributions, except to the extent that such liability
                  resulted from the Covered Person having engaged in Disabling
                  Conduct.

         (c)      RELIANCE ON THIS AGREEMENT. To the extent that, at law or in
                  equity, a Covered Person has duties (including fiduciary
                  duties) and liabilities relating thereto to the Company or to
                  the Members, any Covered Person acting under this Agreement or
                  otherwise shall not be liable to the Company or to any Member
                  for its good faith reliance on the provisions of this
                  Agreement. The provisions of this Agreement, to the extent
                  that they restrict the duties and liabilities of a Covered
                  Person otherwise existing at law or in equity, are agreed by
                  the Members to replace such other duties and liabilities of
                  such Covered Person.

         (d)      STANDARD OF CARE. Whenever in this Agreement a Person is
                  permitted or required to make a decision (i) in its "sole and
                  absolute discretion," "sole discretion," "discretion" or under
                  a grant of similar authority or latitude, the Person shall be
                  entitled to consider such interests and factors as it desires,
                  including its own




                                                                              25

<PAGE>

                  interests, and shall have no duty or obligation to give any
                  consideration to any interest of or factors affecting any
                  other Member, the Company or any other Person, or (ii) in its
                  "good faith" or under another express standard, the Person
                  shall act under such express standard and shall not be subject
                  to any other or different standard imposed by this Agreement
                  or other applicable law.

12.3     INDEMNIFICATION.

         (a)      INDEMNIFICATION GENERALLY. The Company shall and hereby does,
                  to the fullest extent permitted by applicable law, indemnify,
                  hold harmless and release each Covered Person from and against
                  all claims, demands, liabilities, costs, expenses, damages,
                  losses, suits, proceedings and actions, whether judicial,
                  administrative, investigative or otherwise, of whatever
                  nature, known or unknown, liquidated or unliquidated
                  ("CLAIMS"), that may accrue to or be incurred by any Covered
                  Person, or in which any Covered Person may become involved, as
                  a party or otherwise, or with which any Covered Person may be
                  threatened, relating to or arising out of the business and
                  affairs of, or activities undertaken in connection with, the
                  Company, or otherwise relating to or arising out of this
                  Agreement, including, but not limited to, amounts paid in
                  satisfaction of judgments, in compromise or as fines or
                  penalties and counsel fees and expenses incurred in connection
                  with the preparation for or defense or disposition of any
                  investigation, action, suit, arbitration or other proceeding
                  (a "PROCEEDING"), whether civil or criminal (all of such
                  Claims and amounts covered by this Section 12.3. and all
                  expenses referred to in Section 12.3(c), are referred to as
                  "DAMAGES"), except to the extent that it shall have been
                  determined ultimately that such Damages arose from Disabling
                  Conduct of such Covered Person or that such Covered Person
                  committed a material breach of this Agreement. The termination
                  of any Proceeding by settlement shall not, of itself, create a
                  presumption that any Damages relating to such settlement arose
                  from a material violation of this Agreement by, or Disabling
                  Conduct of, any Covered Person.

         (b)      NO DIRECT MEMBER INDEMNITY. Members shall not be required
                  directly to indemnify any Covered Person.

         (c)      EXPENSES, ETC. Expenses incurred by a Covered Person in
                  defense or settlement of any Claim that may be subject to a
                  right of indemnification hereunder may be advanced by the
                  Company prior to the final disposition thereof upon receipt of
                  an agreement by or on behalf of the Covered Person to repay
                  such amount if it shall be determined ultimately that the
                  Covered Person is not entitled to be indemnified hereunder.
                  The right of any Covered Person to the indemnification
                  provided herein shall be cumulative with, and in addition to,
                  any and all rights to which such Covered Person may otherwise
                  be entitled by contract or as a matter of law or equity and
                  shall extend to such Covered Person's successors, assigns and
                  legal representatives.





                                                                              26
<PAGE>


         (d)      NOTICES OF CLAIMS, ETC. Promptly after receipt by a Covered
                  Person of notice of the commencement of any Proceeding, such
                  Covered Person shall, if a claim for indemnification in
                  respect thereof is to be made against the Company, give
                  written notice to the Company of the commencement of such
                  Proceeding, provided that the failure of any Covered Person to
                  give notice as provided herein shall not relieve the Company
                  of its obligations under this Section 12.3 except to the
                  extent that the Company is actually prejudiced by such failure
                  to give notice. In case any such Proceeding is brought against
                  a Covered Person (other than a derivative suit in right of the
                  Company), the Company will be entitled to participate in and
                  to assume the defense thereof to the extent that the Company
                  may wish, with counsel reasonably satisfactory to such Covered
                  Person. After notice from the Company to such Covered Person
                  of the Company's election to assume the defense thereof (and
                  corresponding expenses), the Company will not be liable for
                  expenses subsequently incurred by such Covered Person in
                  connection with the defense thereof. The Company will not
                  consent to entry of any judgment or enter into any settlement
                  that does not include as an unconditional term thereof the
                  giving by the claimant or plaintiff to such Covered Person of
                  a release from all liability in respect to such Claim.

         (e)      NO WAIVER. Nothing contained in this Section 12.3 shall
                  constitute a waiver by any Member of any right that it may
                  have against any party under United States federal or state
                  securities laws.


                                   SECTION 13

                  TRANSFER OF PERCENTAGE INTERESTS; WITHDRAWAL,
             BANKRUPTCY, DISSOLUTION; CERTAIN ADMISSIONS OF MEMBERS


13.1     ADMISSION, SUBSTITUTION AND WITHDRAWAL OF MEMBERS; ASSIGNMENT.

         (a)      GENERAL. Except as set forth in this Section 13, no Person may
                  be admitted to, and no Member may withdraw from, the Company
                  prior to the dissolution and winding up of the Company. No
                  Member shall sell, transfer, assign, convey, pledge, mortgage,
                  encumber, hypothecate or otherwise dispose of all or any part
                  of its interest in the Company (a "TRANSFER") without
                  complying with the provisions of this Section 13.1.

         (b)      ADMISSION OF NEW MEMBERS AND ISSUANCE OF INTERESTS IN EXCESS
                  OF 5%. Except for Transfers in accordance with Section 13.1(c)
                  below, no person shall be admitted as a new Member and the
                  Company shall not authorize the issuance of interest in the
                  Company of any kind that could or would entitle the recipient





                                                                              27


<PAGE>

                  thereof to the rights of a Member or that would cause (or
                  entitle) such person to receive an interest (other than
                  collateral security interests granted by the Company to secure
                  its obligations) of 5% or more in the assets or profits of the
                  Company unless the written approval of each of the Members of
                  the Company has been obtained.


         (c)      CONDITIONS TO TRANSFER. Any purported Transfer by a Member
                  pursuant to the terms of this Section 13 shall be subject to
                  the satisfaction of the following conditions:

                  (i)      the transferring Member or transferee shall undertake
                           to pay all reasonable expenses incurred by the
                           Company in connection therewith;

                  (ii)     the Company shall received from the transferring
                           Member a legal opinion, in form and substance
                           reasonably satisfactory to the nontransferring
                           Members, to the effect that the transfer will not
                           result (directly or indirectly) in (A) a termination
                           of the Company under any Section of the Code that
                           would require the non-transferring Members to
                           recognize gain under Section 731 of the Code, or (B)
                           treatment of the Company as an entity other than a
                           partnership for purposes of the Code; and

                  (iii)    the Company shall receive from the Person to whom
                           such Transfer is to be made (A) such documents,
                           instruments and certificates as may be requested by
                           the Company, pursuant to which such transferee shall
                           agree to be bound by this Agreement, (B) such other
                           documents, opinions, instruments and certificates as
                           the Company shall reasonably request and (C) a
                           counterpart of this Agreement executed by or on
                           behalf of such Person.

                  (iv)     if RSP desires to sell all or any portion of his
                           Percentage Interest other than to trusts established
                           for the principal benefit of RSP's immediate family
                           members ("Permitted Transferees") (provided that (a)
                           any transfers to Permitted Transferees shall remain
                           subject to the terms of this Agreement and (b) the
                           Permitted Transferees shall execute documents in form
                           and substance satisfactory to HBL acknowledging that
                           the Percentage Interest so transferred remain subject
                           to the terms of this Agreement) to a third party, he
                           shall first give notice ("ROFR Notice") to HBL of his
                           intention to sell. HBL shall have the right to
                           purchase all or any portion of the Percentage
                           Interest proposed to be sold as set forth in the ROFR
                           Notice at a purchase price equal to the lesser of (i)
                           the price at which the Percentage Interest is
                           proposed to be sold and set forth in the ROFR Notice
                           or (ii) the Fair Market Value as of the date of
                           notice. If HBL does not notify RSP of an intention to
                           exercise this right of first refusal within ten (10)
                           days from the date of receipt of the ROFR Notice, the
                           right of first refusal with respect to the Percentage
                           Interest described in the ROFR




                                                                              28

<PAGE>

                           Notice shall terminate and RSP shall be entitled to
                           consummate the proposed sale of his Percentage
                           Interest as described in the ROFR Notice; provided,
                           however, that such sale must be consummated within
                           twenty (20) Business Days after the expiration of the
                           right of first refusal. In the event HBL gives
                           written notice to RSP of its intention to exercise
                           this right of first refusal and to purchase all or
                           any portion of the Percentage Interest described to
                           be sold in the ROFR Notice on the terms and
                           conditions stated in the ROFR Notice, RSP shall have
                           the right to designate the time, date, and place of
                           closing provided that the date of closing shall be
                           within twenty (20) Business Days after receipt of the
                           ROFR Notice.


         (d)      COOPERATION BY THE COMPANY. The Company shall provide
                  reasonable assistance to any Member at such Member's request
                  seeking to sell its Percentage Interest in compliance with
                  this Agreement, provided that the Company shall not be
                  required to provide any confidential information to any
                  prospective purchaser who has not executed a confidentiality
                  agreement in form reasonably satisfactory to the Company. Any
                  costs to the Company of providing such assistance shall be
                  paid by the Member seeking to sell its Percentage Interest.



                                                                              29
<PAGE>



         (e)      PROHIBITED TRANSFERS. No attempted Transfer shall be
                  recognized by the Company unless effected in accordance with
                  and as permitted by this Agreement.


13.2     WITHDRAWAL.
         No Member shall have the right to withdraw from the Company and no
         Member shall take any action to accomplish its voluntary dissolution,
         except as otherwise provided in this Agreement.


                                   SECTION 14

                   DISSOLUTION AND TERMINATION OF THE COMPANY


14.1     EVENTS CAUSING DISSOLUTION.
         (a)      DISSOLUTION EVENTS. There will be a dissolution of the Company
                  and its affairs shall be wound up upon the first to occur of
                  any of the following events:

                  (i)      the written consent of all Members;

                  (ii)     the death, retirement, resignation, expulsion,
                           bankruptcy or dissolution (any of the foregoing, a
                           "WITHDRAWAL") of any Member (in such capacity, the
                           "WITHDRAWING MEMBER") unless, within ninety days
                           after the occurrence of such an event Members holding
                           a majority of the Percentage Interests of all of the
                           remaining Members agree in writing to continue the
                           business of the Company and to the appointment, if
                           necessary or desired, effective as of the date of
                           such event, of one or more new Members; or

                  (iii)    the entry of a decree of judicial dissolution under
                           Section 18-802 of the Delaware Act.

         (b)      If the remaining Members decide to continue the Company
                  pursuant only to Section 14.1(a)(ii), the Company shall inform
                  the Withdrawing Member of such decision by written notice
                  delivered within ninety (90) days of the occurrence of the
                  Withdrawal. If the Members so elect to continue the Company,
                  the Withdrawing Member shall no longer be a Member of the
                  Company and the Company (and/or the other Members) shall make
                  payment in cash in liquidation of the Withdrawing Member's
                  interest in the Company. Any such payment shall be equal to
                  the Withdrawing Member's capital account minus any costs, fees
                  or expenses of the Company and the non-withdrawing members
                  related to the Withdrawal.



                                                                              30

<PAGE>

14.2     LIQUIDATION.
         Upon dissolution of the Company, the Person or Persons approved as
         provided in Section 14.4(b) to carry out the winding up of the Company
         (in such capacity, the "LIQUIDATING TRUSTEE") and shall proceed,
         subject to the provisions herein, to liquidate the Company and apply
         the proceeds of such liquidation, or at the discretion of the Members
         to distribute Company assets, in the following order of priority:

         (a)      First, to creditors (including creditors that are also
                  Members) in satisfaction of debts and liabilities of the
                  Company, whether by payment or the making of reasonable
                  provision for payment (including any loans or advances that
                  may have been made by any of the Members to the Company), and
                  the expenses of liquidation, whether by payment or the making
                  of reasonable provision for payments, any such reasonable
                  reserves (which may be funded by a liquidating trust) to be
                  established by the Liquidating Trustee, as the case may be, in
                  amounts deemed by it to be reasonably necessary for the
                  payment of the Company's expenses, liabilities and other
                  obligations (whether fixed or contingent); and

         (b)      Second, to the Members in proportion to, and to the extent of,
                  each Member's Capital Account, as such Capital Account has
                  been adjusted pursuant to Section 6.4, any remainder to be
                  distributed among the Members in accordance with their
                  respective Percentage Interests.

14.3     DISTRIBUTIONS IN CASH OR IN KIND.
         (a)      Upon the dissolution of the Company, the Liquidating Trustee
                  shall use its good faith efforts to liquidate all of the
                  Company assets in an orderly manner and apply the proceeds of
                  such liquidation as set forth in Section 14.2, or if in the
                  good faith business judgment of the Liquidating Trustee a
                  Company asset should not be liquidated, the Liquidating
                  Trustee shall allocate, on the basis of the Value of any
                  Company assets not sold or otherwise disposed of, any
                  unrealized gain or loss based on such Value to the Members'
                  Capital Accounts as though the assets in question had been
                  sold on the date of distribution and, after giving effect to
                  any such adjustment, distribute said assets in accordance with
                  Section 14.2, provided that the Liquidating Trustee will in
                  good faith attempt to liquidate sufficient Company assets to
                  satisfy in cash (or make reasonable provision for) the debts
                  and liabilities referred to in paragraph First of Section
                  14.2.

14.4     TIME AND MANNER FOR LIQUIDATION, ETC.
         (a)      A reasonable time period shall be allowed for the orderly
                  winding up and liquidation of the assets of the Company and
                  the discharge of liabilities to creditors so as to enable the
                  Liquidating Trustee to seek to minimize potential losses upon
                  such liquidation. The provisions of this Agreement shall
                  remain in full force





                                                                              31
<PAGE>

                  and effect during the period of winding up and until the
                  filing of a certificate of cancellation of the Company with
                  the Secretary of State of the State of Delaware.

         (b)      In the event of a liquidation of the Company, the Members
                  shall jointly approve the Person to act as Liquidating Trustee
                  and shall be entitled to direct the manner and timing under
                  which such Liquidating Trustee shall proceed to liquidate the
                  Company. All Members shall be promptly informed of any
                  directions given by another Member to the Liquidating Trustee
                  and of the progress of the liquidation.

14.5     TERMINATION.
         Upon completion of the foregoing, the Liquidating Trustee shall
         execute, acknowledge and cause to be filed a certificate of
         cancellation of the Company with the Secretary of State of the State of
         Delaware.


14.6     CLAIMS OF THE MEMBERS.
         The Members and former Members shall look solely to the Company's
         assets for the return of their Capital Contributions, and if the assets
         of the Company remaining after payment of or due provision for all
         debts, liabilities and obligations of the Company are insufficient to
         return such Capital Contributions, the Members and former Members shall
         have no recourse against any Member, any Manager or any Member's or
         Manager's Affiliates.

                                   SECTION 15

                                   DEFINITIONS


15.1     DEFINITIONS.
         Unless the context otherwise requires, the terms defined in this
         Section 15.1 shall, for the purposes of this Agreement, have the
         meanings herein specified.

         "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean, with respect to any
         Member, the deficit balance, if any, in such Member's Capital Account
         as of the end of the relevant Fiscal Year after giving effect to the
         following adjustments: (a) credit to such Capital Account any amounts
         that such Member is obligated to restore pursuant to the penultimate
         sentences of Treasury Regulations Sections 1.704-2(g)(1) and
         1.704-2(i)(5); and (b) debit to such Capital Account the items
         described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5)
         and (6). This definition of Adjusted Capital Account Deficit is
         intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d)
         of the Treasury Regulations and shall be interpreted consistently
         therewith.





                                                                              32

<PAGE>

         "AFFILIATE" of any entity or Person shall mean any other entity or
         person controlling, controlled by, or under common control with, such
         entity or Person. For purposes of this definition, "control" shall mean
         the ownership, directly or indirectly, of a majority of the voting
         securities or other equity of a Person.

         "AGREEMENT" shall mean this Limited Liability Company Agreement, as
         amended, modified, supplemented or restated from time to time.

         "ASSOCIATE" shall have the meaning ascribed to such term in Rule 12b-2
         of the Securities Exchange Act of 1934, as amended.

         "BUSINESS" means the business of operating new and used retail
         automotive dealerships, including businesses ancillary or related
         thereto.

         "BUSINESS DAY" shall mean any day on which banks located in New York
         City are not required or authorized by law to remain closed.

         "CAPITAL ACCOUNT" shall mean, with respect to any Member, the account
         maintained for such Member in accordance with the provisions of Section
         6.4.

         "CAPITAL CONTRIBUTION" shall mean, with respect to any Member, the
         amount of money and the Gross Asset Value of property (other than
         money) contributed by such Member to the Company pursuant to Article VI
         hereof and as set forth on Schedule A.

         "CERTIFICATE" shall mean the Company's Certificate of Formation and any
         and all amendments thereto and restatements thereof filed on behalf of
         the Company with the office of the Secretary of State of the State of
         Delaware pursuant to the Delaware Act.

         "CLAIMS" shall have the meaning set forth in Section 12.3(a).

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMPANY MINIMUM GAIN" shall have the meaning of "partnership minimum
         gain" set forth in Treasury Regulations Sections 1.704-2(b)(2) and
         1.704-2(d).

         "COVERED PERSON" shall mean a Member, a Manager, a Director, an
         Officer, any Person that directly or indirectly, through one or more
         intermediaries, controls, is controlled by, or is under common control
         with the Company, a Member or a Manager; any officers, directors,
         shareholders, controlling Persons, partners, employees, representatives
         or agents of a Member or a Manager, or their respective Affiliates; or
         any officer, employee or agent of the Company or its Affiliates; or any
         Person who was, at the time of the act or omission in question, such a
         Person.



                                                                              33

<PAGE>

         "DAMAGES" shall have the meaning set forth in Section 12.3(a).

         "DELAWARE ACT" shall mean the Delaware Limited Liability Company Act, 6
         Del. C. " 18-101, et seq., as amended from time to time.

         "DEPRECIATION" shall mean, for each Fiscal Year, an amount equal to the
         depreciation, amortization, or other cost recovery deduction allowable
         with respect to an asset for such Fiscal Year, except that if the Gross
         Asset Value of an asset differs from its adjusted basis for federal
         income tax purposes at the beginning of such Fiscal Year, Depreciation
         shall be an amount which bears the same ratio to such beginning Gross
         Asset Value as the federal income tax depreciation, amortization, or
         other cost recovery deduction for such Fiscal Year bears to such
         beginning adjusted tax basis; provided, however, that if the adjusted
         basis for federal income tax purposes of an asset at the beginning of
         such Fiscal Year is zero, Depreciation shall be determined with
         reference to such beginning Gross Asset Value using any reasonable
         method selected by the Member.

         "DIRECTORS" shall have the meaning set forth in Section 4.1(a).

         "DISABLING CONDUCT" shall mean conduct that constitutes fraud, a
         willful violation of this Agreement or law, gross negligence or
         reckless disregard of duty in the conduct of the duties of the Person
         referred to which results in a material loss to the Company.

         "EXECUTIVE OFFICER" shall mean the President of the Company and all
         officers and employees of the Company who directly report to, or are
         directly supervised by, the President.

         "FAIR MARKET VALUE" means the fair market value of the Percentage
         Interest for which fair market value is being determined as determined
         by the affirmative vote of a majority of the Board of Directors of
         United Auto Group, Inc.; provided, however, that if RSP disputes the
         determination of Fair Market Value of the Board of Directors within 10
         Business Days of such determination, then United Auto Group, Inc. and
         RSP will select an independent accounting firm or other Person not
         affiliated with either RSP and his Affiliates or United Auto Group,
         Inc. and its Affiliates and the determination of such independent
         accounting firm or other Person will be binding on both parties. The
         costs of the independent accounting firm or other Person will be borne
         one-half be United Auto Group, Inc. and one-half by RSP.

         "FINANCIAL STATEMENTS" with respect to the Company shall mean the
         financial statements of the Company that reflect the assets,
         liabilities, retained capital, operations and cash flows of the
         Company.

         "FISCAL YEAR" shall have the meaning set forth in Section 5.4.





                                                                              34
<PAGE>

         "GROSS ASSET VALUE" means, with respect to any asset, the asset's
         adjusted basis for federal income tax purposes, except as follows:

                  (a)      The initial Gross Asset Value of any asset
                           contributed by a Member to the Company shall be the
                           fair market value of such asset at the time it is
                           accepted by the Company, unreduced by any liability
                           secured by such asset, as determined by the Members.

                  (b)      The Gross Asset Values of all Company assets shall be
                           adjusted to equal their respective fair market
                           values, unreduced by any liabilities secured by such
                           assets, as determined by the Members as of the
                           following times: (i) the acquisition of an additional
                           interest in the Company by any new or existing Member
                           in exchange for more than a de minimis Capital
                           Contribution; (ii) the distribution by the Company to
                           a Member of more than a de minimis amount of Property
                           as consideration for an interest in the Company; and
                           (iii) the liquidation of the Company within the
                           meaning of Treasury Regulations Section
                           1.704-1(b)(2)(ii)(g).

                  (c)      The Gross Asset Values of any Company asset
                           distributed to any Member shall be adjusted to equal
                           the fair market value of such asset, unreduced by any
                           liability secured by such asset, on the date of
                           distribution as determined by the Members.

                  (d)      The Gross Asset Values of the Company assets shall be
                           increased (or decreased) to reflect any adjustments
                           to the adjusted basis of such assets pursuant to Code
                           Section 734(b) or Code Section 743(b); but only to
                           the extent that such adjustments are taken into
                           account in determining Capital Accounts pursuant to
                           Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and
                           paragraph (vi) of the definition of "Net Profits" and
                           "Net Losses".

                           If the Gross Asset Value of an asset has been
                           determined or adjusted pursuant to paragraphs (a),
                           (b) or (d) of this definition, such Gross Asset Value
                           shall thereafter be adjusted by the Depreciation
                           taken into account with respect to such asset for
                           purposes of computing Net Profits and Net Losses.

         "LIQUIDATING TRUSTEE" shall have the meaning set forth in Section 14.2.

         "MAJORITY IN INTEREST OF THE MEMBERS" shall mean the written consent,
         or vote at a duly called meeting of Members, of Members holding a
         majority of Percentage Interests held by all Members.




                                                                              35
<PAGE>

         "MANAGER" shall mean a "manager" (within the meaning of the Delaware
         Act) of the Company.

         "MEMBER" shall mean any Person named as a member of the Company on
         Schedule A hereto or admitted subsequently as an additional Member
         pursuant to the provisions of this Agreement, in such Person's capacity
         as a member of the Company, and "Members" shall mean two or more of
         such Persons when acting in their capacities as members of the Company.

         "MEMBER MINIMUM GAIN" shall mean a Member's share of Company Minimum
         Gain as set forth in Treasury Regulations Section 1.704-2(g) and member
         nonrecourse debt minimum gain as described in Treasury Regulations
         Section 1.704-2(i).

         "MEMBER NONRECOURSE DEBT" shall have the meaning of "partner
         nonrecourse debt" as set forth in Treasury Regulations Section
         1.704-2(b)(4).

         "MEMBER NONRECOURSE DEDUCTIONS" shall have the meaning of "partner
         nonrecourse deductions" set forth in Treasury Regulations Section
         1.704-2(i).

         "NONRECOURSE DEDUCTIONS" shall have the meaning set forth in Treasury
         Regulations Section 1.704-2(b)(1).

         "NET PROFIT" or "NET LOSS" shall mean, for each Fiscal Year, an amount
         equal to the Company's taxable income or loss for such Fiscal Year,
         determined in accordance with Code Section 703(a) (for this purpose,
         all items of income, gain, loss, or deduction required to be stated
         separately pursuant to Code Section 703(a)(1) shall be included in
         taxable income or loss), with the following adjustments:

                  (a)      any income of the Company that is exempt from federal
                           income tax and not otherwise taken into account in
                           computing Net Profits or Net Losses pursuant to this
                           definition shall be added to such taxable income or
                           loss;

                  (b)      any expenditures of the Company described in Code
                           Section 705(a)(2)(B) or treated as Code Section
                           705(a)(2)(B) expenditures pursuant to Treasury
                           Regulations Section 1.704-1(b)(2)(iv)(i), and not
                           otherwise taken into account in computing Net Profits
                           or Net Losses pursuant to this definition shall be
                           subtracted from such taxable income or loss;

                  (c)      in the event the Gross Asset Value of any Company
                           asset is adjusted pursuant to paragraphs (b) or (c)
                           of the definition of "Gross Asset Value," the amount
                           of such adjustment shall be taken into account as
                           gain or loss from the disposition of such asset for
                           purposes of computing Net Profits or Net Losses;




                                                                              36

<PAGE>

                  (d)      gain or loss resulting from any disposition of
                           property with respect to which gain or loss is
                           recognized for federal income tax purposes shall be
                           computed by reference to the Gross Asset Value of
                           property disposed of, notwithstanding that the
                           adjusted tax basis of such property differs from its
                           Gross Asset Value;

                  (e)      in lieu of depreciation, amortization, and other cost
                           recovery deductions taken into account in computing
                           such taxable income or loss there shall be taken into
                           account Depreciation with respect to each asset of
                           the Company for such Fiscal Year, computed in
                           accordance with the definition of "Depreciation"
                           above;

                  (f)      to the extent an adjustment to the adjusted tax basis
                           of any Company asset pursuant to Code Section 734(b)
                           or Code Section 743(b) is required pursuant to
                           Treasury Regulations 1.704-1(b)(2)(iv)(m)(4) to be
                           taken into account in determining Capital Accounts as
                           a result of a distribution other than in complete
                           liquidation of a Member's Interest, the amount of
                           such adjustment shall be treated as an item of gain
                           (if the adjustment increases the basis of the asset)
                           or loss (if the adjustment decreases the basis of the
                           asset) from the disposition of the asset and shall be
                           taken into account for purposes of computing Net
                           Profits or Net Losses; and

                  (g)      notwithstanding any other provision of this
                           definition, any items which are specially allocated
                           pursuant to Section 7.2(a) of this Agreement shall
                           not be taken into account in computing Net Profits or
                           Net Losses.

                  The amounts of the items of Company income, gain, loss, or
                  deduction available to be specially allocated pursuant to
                  Sections 7.2(a) hereof shall be determined by applying rules
                  analogous to those set forth in paragraphs (a) through (f)
                  above.

         "OFFICER" shall have the meaning set forth in Section 4.2(a).

         "PERCENTAGE INTEREST" shall mean a Member's limited liability company
         interest in the Company which represents such Member's share of the
         profits and, if applicable, losses of the Company and such Member's
         rights to receive distributions of the Company's assets in accordance
         with the provisions of this Agreement and the Delaware Act.

         "PERIOD" shall mean, for the first period, the period commencing on the
         date of this Agreement and ending on the next Adjustment Date. All
         succeeding Periods shall commence on the day after an Adjustment Date
         and end on the next Adjustment Date.




                                                                              37

<PAGE>

         "PERSON" shall mean any individual, corporation, association,
         partnership (general or limited), joint venture, trust, joint-stock
         company, estate, limited liability company, unincorporated organization
         or other legal entity or organization.

         "PROCEEDING" shall have the meaning set forth in Section 12.3(a).

         "SECRETARY" shall mean the person or persons duly appointed as
         Secretary of the Company.

         "SUBSIDIARY" of any Person shall mean a corporation or other entity a
         majority of whose capital stock with voting power or the majority
         ownership interest of which is at the time owned or controlled,
         directly or indirectly, by such Person.

         "TMM" shall have the meaning set forth in Section 9.1(a).

         "TRANSFER" shall have the meaning set forth in Section 13.1(a).

         "TREASURER" shall mean the person or persons duly appointed as
         Treasurer of the Company.

         "TREASURY REGULATIONS" shall mean the Income Tax Regulations, including
         Temporary Regulations, promulgated under the Code, as the same may be
         amended hereafter from time to time (including corresponding provisions
         of succeeding Income Tax Regulations).

         "WITHHELD AMOUNT" shall have the meaning set forth in Section 7.4(c).


                                   SECTION 16

                           AMENDMENTS; MERGER OR SALE


16.1     AMENDMENTS GENERALLY.
         Except as otherwise specifically provided herein, the terms of this
         Agreement shall not be amended except in a writing signed by all
         Members, provided that, without the consent of any of the Members, the
         Company:

         (i)      may enter into agreements with Persons who are transferees of
                  the interests in the Company of Members, pursuant to the terms
                  of this Agreement, providing in substance that such Persons
                  will be bound by this Agreement; and

         (ii)     may amend this Agreement as may be required to implement (A)
                  transfers of interests of Members or (B) any admission of new
                  Members.





                                                                              38

<PAGE>

16.2     MERGER OR SALE.
         The Company may merge with, or consolidate into, a Delaware limited
         liability company or another business entity (as defined in Section
         18-209(a) of the Delaware Act) or may sell all or substantially all of
         its assets only upon the approval of the Company and all Members of the
         Company.

                                   SECTION 17

                            MISCELLANEOUS PROVISIONS


17.1     NOTICES.
         Each notice relating to this Agreement shall be in writing and shall be
         delivered (a) in person, by registered or certified mail, private
         courier or (b) by telecopy or other facsimile transmission, confirmed
         by telephone to an executive officer of the recipient. In addition, all
         notices to any Member shall be addressed to such Member at their
         respective addresses set forth on Schedule A or at such other address
         as the Member may have designated by notice in writing. Any Member may
         designate a new address by notice to that effect given to the Company.
         The Company may designate a new address by notice to that effect given
         to each Member. Unless otherwise specifically provided in this
         Agreement, a notice given in accordance with the foregoing clause (a)
         shall be deemed to have been effectively given when mailed by
         registered or certified mail, return receipt requested, to the proper
         address, or when delivered in person. Any notice to the Company or to a
         Member by telecopy or other facsimile transmission shall be deemed to
         be given when sent and confirmed by telephone in accordance with the
         foregoing clause (b).


17.2     COUNTERPARTS.
         This Agreement may be executed in any number of counterparts, each of
         which shall be deemed an original and all of which taken together shall
         constitute a single agreement.


17.3     TABLE OF CONTENTS AND HEADINGS.
         The table of contents and the headings and subheadings of the sections
         of this Agreement are inserted for convenience and identification only
         and are in no way intended to describe, interpret, define or limit the
         scope, extent or intent of this Agreement or any provision thereof.

17.4     SUCCESSORS AND ASSIGNS; ASSIGNMENT.
         This Agreement shall inure to the benefit of the Members and the
         Covered Persons, and shall be binding upon the parties, and their
         respective successors and permitted assigns.



                                                                              39
<PAGE>

17.5     SEVERABILITY.
         Every provision of this Agreement is intended to be severable. If any
         term or provision of this Agreement is illegal or invalid for any
         reason whatsoever, such term or provision will be enforced to the
         maximum extent permitted by law and, in any event, such illegality or
         invalidity shall not affect the validity of the remainder of the
         Agreement.


17.6     NON-WAIVER.
         No provision of this Agreement shall be deemed to have been waived
         except if the giving of such waiver is contained in a written notice
         given to the party claiming such waiver and no such waiver shall be
         deemed to be a waiver of any other or further obligation or liability
         of the party or parties in whose favor the waiver was given.


17.7     APPLICABLE LAW.
         This agreement and the rights and obligations of the parties hereunder
         shall be interpreted and enforced in accordance with and governed by
         the laws of the state of Delaware, and all rights and remedies shall be
         governed by such laws without regard to principles of conflict of laws.


17.8     WAIVER OF JURY TRIAL.
         Each party to this Agreement waives to the fullest extent permitted by
         applicable law any right it may have to a trial by jury in respect of
         any action, suit or proceeding arising out of or relating to this
         Agreement.


17.9     SURVIVAL OF CERTAIN PROVISIONS.
         The obligations of each Member pursuant to Sections 6.5 and 12.3 shall
         survive the termination or expiration of this Agreement and the
         winding-up, liquidation and dissolution of the Company.


17.10    LIMITATION ON DAMAGES; LEGAL DISPUTES.

         (a)      In no event will any party to this Agreement be liable to any
                  other party for special, indirect, punitive or incidental
                  damages, lost profits, lost savings or any other consequential
                  damages, even if such party has been advised of the
                  possibility of such damages resulting from the breach by it of
                  any of its obligations hereunder or from the use of any
                  confidential or other information.

         (b)      Subject to the limitations of subsection (a), immediately
                  above, the rights and remedies of the parties under this
                  Agreement are cumulative and are not exclusive





                                                                              40
<PAGE>

                  of any rights or remedies which the parties would otherwise
                  have for equitable relief, including the remedies of specific
                  performance and injunction.


17.11    WAIVER OF PARTITION.
         Except as may otherwise be provided by law in connection with the
         winding-up, liquidation and dissolution of the Company, each Member
         hereby irrevocably waives any and all rights that it may have to
         maintain an action for partition of any of the Company's property.


17.12    ENTIRE AGREEMENT.
         This Agreement and the Transaction Agreement and agreements executed in
         connection therewith constitute the entire agreement among the Members
         with respect to the subject matter hereof, and supersede any prior
         agreement or understanding among them with respect to such subject
         matter.


17.13    FURTHER ACTIONS.
         Each Member shall execute and deliver such other certificates,
         agreements and documents, and take such other actions, as may
         reasonably be requested by the Company in connection with the formation
         of the Company and the achievement of its purposes, including, without
         limitation all such agreements, certificates, tax statements and other
         documents as may be required to be filed in respect of the Company.


17.14    NO PARTNERSHIP.
         Nothing contained in this Agreement shall be deemed or construed to
         make any Member partners or joint venturers with each other, for any
         purposes other than for federal and state tax purposes. The only
         business association to be formed by the Members will be the Company,
         which will be a limited liability company under Delaware law, to be
         organized pursuant to this Agreement. The Company shall not be a
         general partnership, a limited partnership or a joint venture, and no
         Member shall be considered a partner or joint venturer of or with any
         other Member for any purposes other than for federal and state tax
         purposes.


17.15    APPLICABLE OF LAW AND DISPUTE RESOLUTION

         This Agreement will be construed in accordance with, and governed by,
         the laws of the State of Delaware, without regard to conflict of laws
         principles thereof. If a dispute arises between the Parties arising out
         of or relating to this Agreement, the following procedure shall be
         implemented before either Party pursues other available remedies,
         except that a





                                                                              41

<PAGE>

         Party may seek injunctive relief from a court where appropriate in
         order to maintain the status quo while this procedure is being
         followed:

         The Parties shall hold a meeting promptly, attended by persons with
         decision making authority regarding the dispute, to attempt in good
         faith to negotiate a resolution of the dispute; provided, however, that
         no such meeting shall be deemed to vitiate or reduce the obligations
         and liabilities of the Parties or be deemed a waiver by a Party hereto
         of any remedies to which such party would otherwise be entitled.

             1.   If, within 30 days after such meeting, the Parties have not
                  succeeded in negotiating a resolution of the dispute, they
                  agree to submit the dispute to mediation in accordance with
                  the then-current Model Procedure for Mediation of Business
                  Disputes of the CPR Institute for Dispute Resolution ("CPR")
                  and to bear equally the costs of the mediation.

             2.   The Parties will jointly appoint a mutually acceptable
                  mediator, seeking assistance in such regard from the CPR if
                  they have been unable to agree upon such appointment within
                  twenty (20) days after the conclusion of the negotiation
                  period.

             3.   The Parties agree to participate in good faith in the
                  mediation and negotiations related thereto for a period of
                  thirty (30) days. If the Parties are not successful in
                  resolving the dispute through the mediation, then the Parties
                  agree to submit the matter to binding arbitration in
                  accordance with the CPR Institute for Dispute Resolution's
                  Rules for Non Administered Arbitration of Business Disputes,
                  by a sole arbitrator. All applicable statutes of limitations
                  shall be tolled during the negotiation and mediation periods
                  provided for in this Agreement.

              Mediation or arbitration shall take place in Detroit, Michigan,
              unless otherwise agreed upon by the Parties in writing. The
              substantive and procedural law of the State of Delaware shall
              apply to the proceedings. Equitable remedies shall be available in
              any arbitration. Punitive damages, exemplary damages and multiple
              damages shall not be awarded and have been waived by the Parties.
              This clause is subject to the Federal Arbitration Act, 9 U.S.C.A.
              ss. 1 et seq. to the exclusion of any state law inconsistent
              therewith, and judgment upon the award rendered by the Arbitrator,
              if any, may be entered by any court having jurisdiction thereof.




                                                                              42
<PAGE>



IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability
Company Agreement of HBL, LLC effective as of the day and year first above
written.


                                  H.B.L. HOLDINGS, INC.,


                                  BY: /s/ Robert H. Kurnick, Jr.
                                      ------------------------------------------
                                      NAME: Robert H. Kurnick, Jr.
                                      TITLE: Asst. Secretary



                                  /s/ Roger S. Penske, Jr.
                                  ----------------------------------------------
                                  ROGER S. PENSKE, JR.







                                                                              43
<PAGE>


                                                                      SCHEDULE A

                                   THE MEMBERS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                  NAME                            INITIAL CAPITAL ACCOUNT          PERCENTAGE INTEREST
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                              <C>
H.B.L. Holdings, Inc.                                $ 65,036,988.00*                  90.0%
13400 West Outer Drive
Suite B-36
Detroit, MI 48239
------------------------------------------------------------------------------------------------------------------------
Roger S. Penske, Jr.                                  $ 7,226,332.00                   10.0%
495 Vinewood
Birmingham, MI 48009
------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Contributed through the contribution of assets.





                                                                              44
<PAGE>


                                                                      SCHEDULE B


<TABLE>
<S>                                                            <C>
------------------------------------------------------------------------------------------------------
                                INITIAL DIRECTORS
------------------------------------------------------------------------------------------------------
Roger S. Penske, Jr.
------------------------------------------------------------------------------------------------------
Robert H. Kurnick, Jr.
------------------------------------------------------------------------------------------------------
James R. Davidson
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
                                INITIAL OFFICERS
------------------------------------------------------------------------------------------------------
Chairman                                                       Roger S. Penske, Jr.
------------------------------------------------------------------------------------------------------
Vice Chairman
------------------------------------------------------------------------------------------------------
President                                                      Robert F. Farrell
------------------------------------------------------------------------------------------------------
Senior Vice President                                          Samuel X. DiFeo
------------------------------------------------------------------------------------------------------
Vice President                                                 R. Whitfield Ramonat
------------------------------------------------------------------------------------------------------
Vice President                                                 Robert K. Wilshaw
------------------------------------------------------------------------------------------------------
Secretary/Treasurer                                            Thomas E. Schmitt
------------------------------------------------------------------------------------------------------
Assistant Treasurer                                            James R. Davidson
------------------------------------------------------------------------------------------------------
Assistant Secretary                                            Robert H. Kurnick, Jr.
------------------------------------------------------------------------------------------------------
Assistant Secretary                                            Sandra K. Nieman
-------------------------------------------------------------- ---------------------------------------
</TABLE>




                                                                              45