exhibit10-2.htm


    
      
        
          


            AMENDED
AND RESTATED

             

            OPERATING
AGREEMENT

             

            OF

             

            BROADVISION
(DELAWARE)
LLC

             

            (a
Delaware limited liability company)

             

            


             

            November
14, 2008

             

            


             

            



            
              
                 


              

              
                
                

                
                  

                

              

              
                 


              

            
Table of
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            BROADVISION
(DELAWARE) LLC

             

            OPERATING
AGREEMENT

             

            This
Operating Agreement (the “Operating Agreement”) of BroadVision
(Delaware)
LLC, a Delaware limited liability company (the “Company”), originally
made as of August 15, 2007, is amended and restated as of November 14, 2008 by
and among the members listed on Schedule A hereto.

             

            Whereas,
the Company was formed pursuant to the provisions of the Delaware Limited
Liability Company Act (the “Act”), upon the filing of Certificate of Formation
(the “Certificate”) with the Delaware Secretary of State on December 20, 2006;
and

             

            Whereas,
the Members desire to enter into this Amended and Restated Operating Agreement
in order to set forth their respective ownership interests in the Company and
the principles by which the Company will be operated and governed in carrying on
its business;

             

            Now,
Therefore, in consideration of mutual covenants and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Members agree as follows:

             

             

            ARTICLE I
                                                       

            Definitions

             

            1.1    Definitions.  The following
terms used in this Operating Agreement shall have the following meanings (unless
otherwise expressly provided herein):

             

            (a)    “Accounting Period”
shall be (i) the Company’s Fiscal Year if there are no changes in the
Members’ respective interests in Company income, gain, loss or deductions during
such Fiscal Year except on the first day thereof or (ii) any other period
beginning on the first day of a Fiscal Year, or any other day during a Fiscal
Year, upon which occurs a change in such respective interests, and ending on the
last day of a Fiscal Year, or on the day preceding an earlier day upon which any
change in such respective interest shall occur.

             

            (b)    “Act” shall
mean the Delaware Limited Liability Company Act, as amended.

             

            (c)    “Additional Member”
shall mean any Person who or that is admitted to the Company as an
Additional Member pursuant to Article XII hereof.

             

            (d)    “Adjusted Asset
Value” with respect to any asset shall be the asset’s adjusted basis for
federal income tax purposes, except as follows:

             

            (i) The initial Adjusted Asset Value of any
asset contributed by a Member to the Company shall be the gross fair market
value of such asset at the time of contribution, as determined by the
contributing Member and the Board and shall be set forth on Schedule
A;

             

            (ii) The Adjusted Asset Values of all Company
assets shall be adjusted to equal their respective gross fair market values, as
determined by the Board, and the resulting unrecognized profit or loss allocated
to the Capital Accounts of the Members pursuant to Article X, as of the
following times:  (A) the grant of an additional interest in the
Company by any new or existing Member; (B) the distribution by the Company
to a Member of more than a de
minimis amount of Company assets, unless all Members receive simultaneous
distributions of either undivided interests in the distributed property or
identical Company assets in proportion to their interests in Company
distributions; and (C) the termination of the Company either by expiration
of the Company’s term or the occurrence of an event of early termination; and
(D) the liquidation of the Company within the meaning of Treasury
Regulation §1.704-1(b)(2)(ii)(g).

             

            
              
                
                

              

              
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            (iii) The Adjusted 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 Regulation Section
1.704-1(b)(2)(iv)(m).

             

            (e)    “Adjusted Capital
Account,” with respect to any Member, shall mean the Member’s Capital
Account as adjusted by the items described in Sections 1.704-2(g)(1),
1.704-2(i)(5) and 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury
Regulations.

             

            (f)    “Affiliate”
with respect to any Person, shall mean (i) any Person that
beneficially holds, directly or indirectly, or otherwise controls, ten percent
or more of such Person’s outstanding securities, (ii) any Person, ten
percent or more of which Person’s outstanding securities are beneficially held,
directly or indirectly, or are otherwise controlled, by such a Person, and (iii)
any Person, ten percent or more of which Person’s outstanding securities are
beneficially held, directly or indirectly, or are otherwise controlled, by a
Person described in (i) above.

             

            (g)    “Bankruptcy”
of a Person shall mean (i) the filing by a Person of a voluntary
petition seeking liquidation, reorganization, arrangement or readjustment, in
any form, of its debts under the U.S. Bankruptcy Code (or corresponding
provisions of future laws) or any other federal, state or foreign insolvency
law, or a Person’s filing an answer consenting to or acquiescing in any such
petition, (ii) the making by a Person of any assignment for the benefit of
its creditors or the admission by a Person of its inability to pay its debts as
they mature or (iii) the expiration of 60 days after the filing of an
involuntary petition under the Bankruptcy Code (or corresponding provisions of
future laws) seeking an application for the appointment of a receiver for the
assets of a Person, or an involuntary petition seeking liquidation,
reorganization, arrangement or readjustment of its debts under any other
federal, state or foreign insolvency law, unless the same shall have been
vacated, set aside or stayed within such 60 day period.

             

            (h)   “Board” shall have
the meaning set forth therefor in Section 4.1.

             

            (i)    “Capital Account”
as of any given date shall mean the Capital Account of each Member as
specified in Section 9.3.

             

            (j)    “Capital
Contribution” shall mean the amount of money and the fair market value of
any property contributed to the Company by a Member whenever made net of any
liability of such Member assumed by the Company and any liability secured by
property contributed by such Member.  Any reference to a capital
contribution of a Member shall include the Capital Contribution made by a
predecessor holder of any Shares held by such Member with respect to such
Shares.

             

            (k)    “Capital
Transactions” shall mean a sale or other disposition, whether direct or
indirect, of all or substantially all of the Company’s assets and any merger of
the Company, in each case as a result of which the Members will no longer have
an interest in the Company or the net assets of the Company are or will be
distributed in full to the Members.

             

            (l)     “Certificate”
shall  have the meaning set forth therefor in the recitals
hereof.

             

            (m)   “Change in Control”
means (i) any Transfer (including by way of merger, consolidation or other
reorganization) in one transaction or a series of related transactions by the
Company of the equity of the Company if the Members of the Company immediately
prior to such transaction or series of related transactions own less than 50% of
the Company’s voting power immediately after such transaction or series of
related transactions, or (ii) a Capital Transaction.

             

            (n)    “Class A
Member” means each Member holding Class A Shares, with respect to such
Class A Shares.  The initial Class A Member is BroadVision, Inc.,
which owns all 80 of the authorized Class A Shares.

             

            (o)    “Class B
Member” means each Member holding Class B Shares, with respect to such
Class B Shares.  The initial Class B Member is CHRM LLC, which owns
all 20 of the authorized Class B Shares.

             

            (p)    “Code” shall
mean the Internal Revenue Code of 1986, as amended, or corresponding provisions
of subsequent superseding federal revenue laws.

             

            (q)    “Company”
shall refer to BroadVision (Delaware) LLC.

             

            
              
                
                

              

              
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            (r)    “Company Nonrecourse
Liabilities” shall mean “nonrecourse liabilities” as characterized under
Section 1.704-2(b)(3) of the Treasury Regulations.  Subject to the
foregoing sentence, Company Nonrecourse Liabilities means liabilities of the
Company (or a portion thereof) with respect to which none of the Members bears
the Economic Risk of Loss (other than through the Member’s indirect interest as
a Member in the Company assets subject to the liability).  Any
liability of the Company to a Member and any liability guaranteed by a Member or
with respect to which a Member has pledged personal assets (to the extent the
Member may bear the burden of an economic loss attributable to the liability)
shall not be classified as a Company Nonrecourse Liability.

             

            (s)    “Company Property”
shall mean any tangible and intangible personal property now owned or
hereafter acquired by the Company, including, without limitation, all cash, cash
equivalents, deposits, accounts receivable, stock, securities or any other
property.

             

            (t)    “Dissolution Event”
shall have the meaning set forth therefor in Section 13.1.

             

            (u)    “Distributable Cash”
shall mean Net Operating Cash Flow; where “Net Operating Cash Flow” shall
mean for any period the Operating Cash Flow for such period plus depreciation
and amortization to the extent reflected in Operating Cash Flow for such period
less (i) the capital expenditures of the Company for such period determined in
accordance with GAAP, (ii) any changes in net working capital requirements to be
met from Operating Cash Flow for such period as determined by the Board, (iii)
all amounts distributed by the Company pursuant to Section 10.3(a) of this
Operating Agreement, (iv) required payments under Company indebtedness for such
period and (v) Reserves; and where “Operating Cash Flow” shall mean for any
period the consolidated gross revenues of the Company for such period less all
operating and nonoperating expenses of the Company for such period, including
all charges of a proper character (including provision for taxes, if any, and
current additions to reserves), all determined in accordance with GAAP applied
on a basis consistent with the Company’s prior corresponding periods, if
any.

             

            (v)    “Economic Risk of
Loss” shall have the meaning defined in Treasury Regulations Section
1.704-2(b)(4).

             

            (w)    “Fiscal Year”
shall mean the Company’s fiscal year.  The Company’s fiscal
year-end shall be December 31.

             

            (x)    “Funds From
Operations” shall mean all Distributable Cash held by the Company which
results from the operation of the business of the Company from whatever source,
except for Funds From Capital Transactions and Capital
Contributions.

             

            (y)    “Funds From Capital
Transactions” shall mean all Distributable Cash or other property held by
the Company that results from a Change in Control.

             

            (z)    “Invested
Capital” shall mean the amount by which a Member’s Capital Contribution
exceeds all distributions made to him through the date of
determination.

             

            (aa)   “Manager” shall mean
Pehong Chen and any successor manager appointed in accordance with this
Operating Agreement.

             

            (bb)   “Member” shall mean
the Class A Members and each of the Class B Members listed on Schedule A hereto,
any Additional Member and any Substituted Member that is, as of a given time, a
member of the Company.

             

            (cc)   “Member Minimum
Gain” shall mean, with respect to each Member Nonrecourse Debt, an amount
equal to the Company Minimum Gain that would result if such Member Nonrecourse
Debt were treated as a Nonrecourse Liability, determined in accordance with
Treasury Regulations Section 1.704-2(i).

             

            (dd)   “Member Nonrecourse
Debt” shall mean any nonrecourse debt of the Company for which any Member
bears the Economic Risk of Loss.

             

            
              
                
                

              

              
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            (ee)   “Member Nonrecourse
Deductions” shall mean, with respect to a Member Nonrecourse Debt, the
excess, if any, of the net increase, if any, in the amount of Member Minimum
Gain attributable to such Member Nonrecourse Debt during an Accounting Period
over the aggregate amount of any distributions during such Accounting Period to
such Member that bears the Economic Risk of Loss for such Member Nonrecourse
Debt to the extent such distributions are from the proceeds of such Member
Nonrecourse Debt and are allocable to an increase in Member Minimum Gain
attributable to such Member Nonrecourse Debt, determined in accordance with
Treasury Regulations Section 1.704-2(i)(2).

             

            (ff)   “Net Profit or Net Loss”
shall be an amount computed for each Accounting Period as of the last day
thereof that is equal to the Company’s taxable income or loss for such
Accounting Period, determined under the accrual method of accounting in
accordance with Section 703(a) of the Code (for this purpose, all items of
income, gain, loss, or deduction required to be stated separately pursuant to
Code Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:

             

            (i)    Any income of the
Company that is exempt from federal income tax and not otherwise taken into
account in computing Net Profit or Net Loss pursuant to this Section 1.1(ff)
shall be added to such taxable income or loss;

             

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

             

            (iii)    Gain or loss
resulting from any disposition of a Company asset with respect to which gain or
loss is recognized for federal income tax purposes shall be computed by
reference to the Adjusted Asset Value of the asset disposed of rather than its
adjusted tax basis;

             

            (iv)    In the event of a
distribution in kind of Company Property to the Members, the gain or loss that
would result from a sale of such Company Property at fair market value shall be
added to such taxable income or loss; and

             

            (v)    Items that are
specially allocated pursuant to Section 10.2 hereof shall not be taken into
account in computing Net Profit or Net Loss.

             

            (gg)   “Operating Agreement”
shall mean this Amended and Restated Operating Agreement as originally
executed and as amended in accordance with the terms of this Operating Agreement
from time to time.

             

            (hh)   “Person” shall mean
any individual or corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, unincorporated organization or
other entity, including any government or political subdivision or any agency or
instrumentality thereof and the heirs, executors, administrators, legal
representatives, successors, and permitted assigns of such “Person” where the context so
admits.

             

            (ii)    “Regulatory
Allocations” shall mean the allocations pursuant to Sections 10.2(a)
through 10.2(c) of this Operating Agreement.

             

            (jj)    “Reserves”
shall mean, with respect to any Fiscal Year, funds set aside or amounts
allocated during such Fiscal Year to reserves that shall be maintained in
amounts deemed sufficient by the Board for working capital and to pay taxes,
insurance, debt service or other costs or expenses incident to the ownership or
operation of the Company’s business.

             

            (kk)    “Restricted Share
Agreements” shall mean those certain agreements entered into from time to
time between the Company and certain of the Members.

             

            (ll)      
“Securities Act” shall mean the Securities Act of 1933, as
amended.

             

            (mm)   “Shares” shall mean
the capital Shares issued by the Company to the Members, which represent each
Member’s interest in the Company.  The Company is authorized to issue
Class A Shares and Class B Shares.

             

            
              
                
                

              

              
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            (nn)    “Substitute Member”
shall mean any Person who or that is admitted to the Company as a
Substitute Member pursuant to Articles XI and XII of this Operating
Agreement.

             

            (oo)    “Transfer”
means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in
trust, gift, transfer by request, devise or descent, or other transfer or
disposition of any kind, including, but not limited to, transfers to receivers,
levying creditors, trustees or receivers in bankruptcy proceedings or general
assignees for the benefit of creditors, whether voluntary or by operation of
law, directly or indirectly, of any of the Shares.

             

            (pp)    “Treasury
Regulations” shall mean the Income Tax Regulations, including temporary
regulations, promulgated under the Code, as amended from time to
time.

             

            


            
               

            

            ARTICLE II

                                                                 


            Formation
Of Company

             

            2.1    Formation.  The Company was
organized as a Delaware limited liability company under and pursuant to the Act
upon the filing by the Company of its Certificate of Formation with the Delaware
Secretary of State.

             

            2.2    Name.  The name of the
Company is BroadVision (Delaware) LLC.

             

            2.3    Principal Place of
Business.  The principal
place of business of the Company shall be located in Redwood City,
California.  The Company may locate its places of business and
registered office at any other place or places as the Board may from time to
time deem advisable.  The Board shall give prompt notice of any such
change to each Member.

             

            2.4    Registered Office and Registered
Agent.  The Company’s
registered office in the state of Delaware shall be at the office of its
registered agent for service of process, and the name and address of its initial
registered agent for service of process shall be Corporation Trust Center, 1209
Orange Street, City of Wilmington, County of New Castle, Delaware
19801.  The Managers may change the Company’s agent for service of
process from time to time.

             

            2.5    Term.  The Company’s
existence commenced upon the filing with the Secretary of State of the State of
Delaware of the Certificate and shall continue until the Company is dissolved in
accordance with either the provisions of this Operating Agreement or the Act.


             

            


            ARTICLE
III

                                                               

            Purposes
Of Company

             

            3.1    Company
Purposes.  The purpose of
the Company is to engage in any lawful act or activity for which a limited
liability company may be organized under the laws of the State of Delaware,
incident, necessary, advisable or desirable to carry out the
foregoing.  The Company shall have all powers available to limited
liability companies under the Act to make and perform all contracts and to
engage in all actions and transactions necessary or advisable to carry out the
purposes of the Company.

             

            


             

            
              
                
                

              

              
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            ARTICLE IV
                                                                                                   

            Management
of Company

             

            4.1    Board of
Managers.

             

            (a)    The Company shall
have a board of Managers (the “Board”), which shall initially consist of a
single manager, but may be increased or decreased by the affirmative vote of the
Class A Member.  The Managers shall be appointed by the Class A
Member.

            
               

            

            (b)    Subject to the
provisions of law or any limitations in the Act, the business and affairs of the
Company shall be managed and all powers, including without limitation, the
redemption or repurchase of Shares, shall be exercised, by or under the
direction of the Board; provided that no Manager
shall have the authority to bind the Company unless authorized to do so by the
Board.

             

            (c)    Except as
specifically set forth in this Operating Agreement, the Members hereby delegate
all power and authority to manage the business and affairs of the Company to the
Board.  The Board shall delegate the management of the day-to-day
operation of the business of the Company to such officers as the Board
determines appropriate; provided that the business
and affairs of the Company shall be managed and all powers shall be exercised
under the ultimate direction of the Board.

             

            (d)    Except as otherwise
expressly provided in this Agreement, the Members expressly waive, to the
fullest extent permitted by law, any and all rights and benefits such Members
might otherwise have under the Act.  Except as expressly provided in
this Agreement, the Members shall have no right to petition a court for the
dissolution of the Company.

             

            4.2    Reimbursement of
Expenses.  The Managers will
receive from the Company reimbursement for all reasonable out-of-pocket expenses
incurred in connection with their service as Managers in accordance with such
guidelines as may be established by the Board from time to time.

             

            4.3    Meetings of the Board
of Managers; Action by the Board.

                          
(a)    The Board (and any
committees thereof) shall meet at such times and from time to time as the
members of the Board designate, upon reasonable notice to the members of the
Board.

             

            (b)    At all meetings
of the Board, a majority of the Board members shall constitute a quorum for the
transaction of business.  Unless otherwise expressly stated in this
Agreement, the act of a majority of the Board members present at any meeting at
which there is a quorum shall be the act of the Board.  The Board may
also act by unanimous written consent.

             

            (c)    Unless otherwise
expressly stated in this Agreement, the approval of the Board will be deemed to
be occasioned by the affirmative vote or consent of a majority of the members of
the Board.

             

            (d)    Any resolutions of or
actions taken by the Board shall be binding and the officers shall be bound to
act in accordance with any such recommendations or actions.

             

            4.4    Committees of the
Board.  The Board may
designate one or more committees, each consisting of two or more Managers, to
serve at the pleasure of the Board.  Any such committee shall have
authority to act in the manner and to the extent provided in the resolution of
the Board, and may have all the authority of the Board in the management of the
business and affairs of the Company.

             

            
              
                
                

              

              
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            4.5    Fiduciary Duties of
the Managers.  A member of the
Board shall perform the duties of a member of the Board, including duties as a
member of any committee of the Board upon which the member may serve, in good
faith, in a manner such member believes to be in the best interests of the
Company and its equity holders and with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar
circumstances; provided, however, that if
the Company is in a zone of insolvency, a member of the Board may also consider
the best interests of the creditors in performing his or her duties as a member
of the Board (in a manner consistent with Delaware corporate fiduciary
duties).    

             

            4.6    Resignation.  A Manager may
resign at any time by giving written notice to the Members.  The
resignation of a Manager shall take effect upon receipt of notice thereof or at
such later time as shall be specified in such notice; unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

             

            4.7    Removal.  Any Manager may
be removed as a Manager at any time, with or without cause, by the Class A
Member.  

             

            4.8    Vacancies.  If a Manager
ceases to be a Manager for any reason (other than a reduction in the number of
Managers by the Class A Member), a successor Manager may be appointed by the
Class A Member. 

             

            4.9    Managers’ Duty to
Company.  Managers may have
other business interests and may engage in other activities in addition to those
relating to the Company.  Neither the Company nor any Member shall
have any right, by virtue of this Operating Agreement, to share or participate
in such other investments or activities of the Managers, its directors or
officers or to the income or proceeds derived
therefrom.  

             

            4.10    Additional
Capital.  The Company shall
not raise additional capital without the approval of the Managers.  No
Member shall be required to make any additional contribution to the Company’s
capital.  

             

            4.11    Reports to
Members.  As soon as
practicable after the end of any Fiscal Year but in any event within 120 days
thereafter, the Board shall cause the Company to transmit to each Member of the
Company and to each Person (or such Member’s or Person’s legal representative)
who was a Member during any part of the Fiscal Year in question, a copy of the
Member’s Schedule K-1 thereto.  Notwithstanding anything contained in
this agreement to the contrary, the Members shall be permitted to inspect and
copy any documents and records of the Company upon reasonable
request.

             

            
               

            

            ARTICLE
V

                                                                                                                        

            Officers

             

            5.1    Appointment of Officers.  The day-to-day
management of the business and affairs of the Company may be vested in one or
more officers, at the sole discretion of the Board.  The Board shall
appoint such officers of the Company as the Board shall deem necessary and
appropriate, which officers may include, but shall not be limited to: (a) Chief
Executive Officer; (b) President; (c) one or more Vice Presidents; (d)
Secretary; and (e) Treasurer or Chief Financial Officer. Any two or more of
such offices may be occupied by the same person.  Unless and until
otherwise determined by the Board, Pehong Chen shall serve as the Company’s
Chief Executive Officer, Chief Financial Officer and Secretary.

             

            5.2    Tenure and Duties of
Officers.   Except
where herein expressly provided to the contrary, and subject to the discretion
of the Board, all decisions by the officers with respect to the day-to-day
management of the Company shall be binding on the Company and each of the
Managers and the Members shall not have rights of management, control, or
approval over the day-to-day business and affairs of the
Company.  Each officer shall carry out its fiduciary obligations to
the Members to the extent required by applicable law, and subject to the
provisions of Article VII.   Any officer may be removed, at any
time, by the Board in its sole discretion.  Election of an additional
officer or an officer to fill a vacancy, if any, shall be by the affirmative
vote of the Board.  Each officer shall hold office at the pleasure of
the Board and until his or her successor shall have been duly elected and
qualified, unless sooner removed.  

             

            
              
                
                

              

              
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            5.3    Power and Authority
of Officers.  In
addition to the powers now or hereafter granted to an officer under the Act,
subject to the conditions and limitations set forth in this Agreement, the
officers shall have full power and authority to do all things deemed necessary
or desirable to conduct the day-to-day business of the Company, including,
without limitation, to take all actions, enter into all contracts and retain
such services they deems necessary or desirable to carry out the Company
business and to preserve Company assets and interests, to enter into agreements
and execute instruments in the name of the Company on such terms as they deem
advisable, and to execute loans, mortgages, deeds of trust and any other
security agreements or documents incident to obtaining any financing deemed
necessary or appropriate by the Board. 

             

            5.4    Prohibited
Action.  The
officers shall not, unless the Board has given prior written
approval:

             

            (a)    do any act in
contravention of this Agreement in its present form or as amended;

             

            (b)    do any act that would
make it impossible to carry on the ordinary business of the
Company;

             

            (c)    confess a
judgment against the Company;

             

            (d)    settle any claim the
Company may have against an officer or its Affiliates;

             

            (e)    amend this Agreement
if such amendment materially and adversely affects the rights or duties of a
Member;

             

            (f)    admit an
additional officer or a substituted officer; or

             

            (g)    take any action that
would constitute a Capital Transaction or Change in Control.

             

            To the
extent the Board’s consent is required for any of the foregoing matters, the
Board shall provide their consent or disapproval in writing to the officers
within 15 days after request by the officers.  The failure of the
Board to provide such written consent or disapproval within said time period
shall be deemed disapproval by the Board to the matter under
consideration.

             

            
              ARTICLE
VI

            

                                                                           


            Rights
And Obligations Of Members

             

            6.1    Limitation of
Liability.  Each Member’s
liability shall be limited as set forth in the Act and other applicable
law.  Except as otherwise provided by the Act or as specifically
agreed in writing by a Member, the debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be the debts,
obligations and liabilities solely of the Company, and the Members of the
Company shall not be obligated personally for any of such debts, obligations or
liabilities solely by reason of being a Member of the Company.

             

            6.2    Nature of Rights and
Obligations.  Except as
otherwise expressly provided herein, nothing contained in this Operating
Agreement shall be deemed to constitute a Member an agent or legal
representative of the other Members.  A Member shall not have any
authority to act for, or to assume any obligation or responsibility on behalf
of, any other Member or the Company.

             

            
              
                
                

              

              
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            6.3    Member Access to
Records.  Upon written
request of any Member, setting forth the purpose for such request, each Member
shall have the right, during regular business hours, to inspect and copy such
Company documents at the Member’s expense as are set forth in
Section 10.7.

             

            6.4    Certain Actions
Requiring Member Approval.  Notwithstanding any other provision
in this Operating Agreement to the contrary, without the approval of the Class A
Member, the Company may not:

             

            (a)    sell, exchange or
otherwise dispose of all, or substantially all of the Company’s
assets;

             

            (b)    merge or
consolidate the Company with or into any other entity;

             

            (c)    establish additional
classes of Shares or increase the number of authorized Shares;

             

            (d)    alter the primary
purpose of the Company;

             

            (e)    take any act which
would make it impossible to carry on the ordinary business of the Company;
or

             

            (f)    amend this
Operating Agreement or the Company’s Certificate of Formation (other than an
amendment to Schedule A to reflect permitted Transfers or issuances of Shares
not prohibited hereby).

             

             

            ARTICLE VII

                                                                


            Certain
Matters Concerning

             

            Members,
Managers And Executive Officers

             

            7.1    Liability of
Members, Managers and Officers; Indemnification.

             

            (a)    No Member, Manager or
officer of the Company shall be liable, in damages or otherwise, to the Company
or any Member for any act or omission performed or omitted to be performed by it
in good faith (except for intentional misconduct or recklessness) pursuant to
the authority granted to such Member, Manager or officer of the Company by this
Operating Agreement or by the Act.

             

            (b)    To the fullest extent
permitted by the laws of Delaware, the Company shall indemnify and hold harmless
each Member, Manager and their respective officers, directors, shareholders,
members or partners and each Officer of the Company (each, an “Indemnitee”),
from and against any and all losses, claims, demands, costs, damages,
liabilities (joint or several), expenses of any nature (including reasonable
attorneys’ fees and disbursements), judgments, fines, settlements and other
amounts (“Damages”) arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which
an Indemnitee may be involved, or threatened to be involved, as a party or
otherwise, arising out of or incidental to the business of the Company,
regardless of whether an Indemnitee continues to be a Member, Manager or an
officer, director, shareholder, member or partner of such Member or Manager or
an officer of the Company at the time any such liability or expense is paid or
incurred, except for any Damages based upon, arising from or in connection with
any act or omission of an Indemnitee committed without authority granted
pursuant to this Operating Agreement or in bad faith or otherwise constituting
recklessness or willful misconduct or gross negligence.

             

            
              
                
                

              

              
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            (c)    Expenses (including
reasonable attorneys’ fees and disbursements) incurred in defending any claim,
demand, action, suit or proceeding, whether civil, criminal, administrative or
investigative, subject to Section 7.1(b) hereof, may be paid (or caused to be
paid) by the Company in advance of the final disposition of such claim, demand,
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Indemnitee to repay such amount if it shall ultimately be determined, by a court
of competent jurisdiction from which no further appeal may be taken or the time
for any appeal has lapsed (or otherwise, as the case may be), that the
Indemnitee is not entitled to be indemnified by the Company as authorized
hereunder or is not entitled to such expense reimbursement.

             

            (d)    The indemnification
provided by Section 7.1(b) hereof shall be in addition to any other rights to
which an Indemnitee may be entitled under any agreement or vote of the Members,
as a matter of law or otherwise, both (i) as to action in the Indemnitee’s
capacity as a Member, Manager or as an officer, director, shareholder, member or
partner of a Member or Manager or as an Officer of the Company, and (ii) as to
action in another capacity, and shall continue as to an Indemnitee who has
ceased to serve in such capacity and shall inure to the benefit of the heirs,
successors, assigns, administrators and personal representatives of the
Indemnitee.

             

            (e)    Any
indemnification hereunder shall be satisfied only out of the assets of the
Company, and the Members shall not be subject to personal liability by reason of
these indemnification provisions.

             

            (f)    The indemnification
provided by this Section 7.1 shall be in addition to any other rights to which
each Indemnitee may be entitled under any agreement or vote of the Members, as a
matter of law or otherwise, both as to action in the Indemnitee’s capacity as a
Member or as an officer, director, employee, shareholder, member or partner of a
Member or of an Affiliate, and shall inure to the benefit of the heirs,
successors, assigns, administrators and personal representatives of the
Indemnitee.

             

            (g)    The Company may
purchase and maintain insurance on behalf of one or more Indemnitees and other
Persons against any liability which may be asserted against, or expense which
may be incurred by, any such Person in connection with the Company’s activities,
whether or not the Company would have the power to indemnify such Person against
such liability under the provisions of this Operating Agreement.

             

            (h)    An Indemnitee shall
not be denied indemnification in whole or in part under this Section 7.1 because
the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Operating Agreement.

             

            (i)    The provisions
of this Section 7.1 are for the benefit of each Indemnitee and its heirs,
successors, assigns, administrators and personal representatives, and shall not
be deemed to create any rights for the benefit of any other
Persons.

             

            7.2    Other Matters
Concerning the Members, Managers and Officers of the Company.

             

            (a)    Each Member, Manager
and officer of the Company may rely on, and shall be protected in acting or
refraining from acting upon, any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties.

             

            (b)    For purposes of this
Operating Agreement, each Member, Manager and officer of the Company may consult
with legal counsel, accountants, appraisers, management consultants, investment
bankers, other consultants and advisers reasonably selected by it and any
written advice or written opinion of any such Person as to matters which such
Member, Manager and officer of the Company reasonably believes to be within such
Person’s professional or expert competence, and any act or omission, if done or
omitted to be done in good faith reliance upon any such advice or opinion, will
be conclusively presumed not to constitute fraud or willful or reckless
misconduct.

             

            


             

            
              
                
                

              

              
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            ARTICLE
VIII

                                                                  

            Meetings
Of Members

             

            8.1    Meetings.  Meetings of the
Members shall be held at such date and time as the Board may fix from time to
time.  Additionally, a special meeting may be called by any Member or
Members holding more than 40% of the Shares.

             

            8.2    Place of
Meetings.  The Board may
designate any place within the United States as the place of meeting for any
meeting of the Members.  If no designation is made, or if a special
meeting is called by any Member or Members pursuant to Section 8.1, the
place of meeting shall be the principal executive office of the
Company.

             

            8.3    Notice of
Meetings.  Except as
provided in Section 8.6, written notice stating the place, day and hour of the
meeting and the purpose or purposes for which the meeting is called shall be
delivered not less than five nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the Board or
person calling the meeting, to each Member entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be delivered as
provided in Section 14.1.

             

            8.4    Meeting of all
Members.  If all of the
Members consent to the holding of a meeting at such time and place, such meeting
shall be valid without call or notice, and at such meeting lawful action may be
taken.

             

            8.5    Record
Date.  For the purpose
of determining Members entitled to notice of or to vote at any meeting of
Members or any adjournment thereof, or Members entitled to receive payment of
any distribution, or in order to make a determination of Members for any other
purpose, the date on which notice of the meeting is mailed or the date on which
the resolution declaring such distribution is adopted, as the case may be, shall
be the record date for such determination of Members.  When a
determination of Members entitled to vote at any meeting of Members has been
made as provided in this Section 8.5, such determination shall apply to any
adjournment thereof.

             

            8.6    Quorum.  Members holding a
majority of the Class A Shares, present in person or represented by proxy, shall
constitute a quorum at any meeting of Members.  In the absence of a
quorum at any such meeting, Members holding a majority of the Class A Shares so
represented may adjourn the meeting from time to time for a period not to exceed
60 days without further notice.  However, if the adjournment is for
more than 60 days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
Member of record entitled to vote at the meeting.  At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted at the meeting as originally
noticed.  The Members present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal during
such meeting of Members holding Interests whose absence would cause less than a
quorum.

             

            8.7    Manner of
Acting.  The affirmative
vote of Class A Members holding a majority of the Class A Shares shall be the
act of the Members unless the vote of a greater or lesser proportion or number
is otherwise required by the Act or this Operating Agreement.  The
Class B Shares shall have no voting rights.

             

            
              
                
                

              

              
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            8.8    Proxies.  At all meetings
of Members, a Member may vote in person or by proxy executed in writing by the
Member or by a duly authorized attorney-in-fact.  Such proxy shall be
filed with the Board before or at the time of the meeting.  No proxy
shall be valid after 11 months from the date of its execution, unless otherwise
provided in the proxy.

             

            8.9    Action by Members
Without a Meeting.  Action required
or permitted to be taken at a meeting of Members may be taken without a meeting
if the action is evidenced by one or more written consents describing the action
taken, signed and delivered to the Secretary within 60 days of the record date
for that action, by Members having not less than the minimum number of votes
that would be necessary to authorize or take that action at a meeting at which
all Members entitled to vote on that action were present and
voted.  All such consents shall be delivered to the Secretary of the
Company for inclusion in the minutes or for filing with the Company
records.  Action taken under this Section 8.9 is effective when
consents from the Members whose aggregate Shares are required to authorize the
proposed action shall have been received by the Secretary unless the consent
specifies a different effective date.  Any Member giving a written
consent may revoke the consent by a writing received by the Secretary before
written consents representing the number of votes required to authorize the
proposed action have been received by the Secretary.  The record date
for determining Members entitled to take action without a meeting shall be the
date the first Member signs a written consent.  If the consents of all
Members entitled to vote have not been solicited in writing, and if the
unanimous written consent of all such Members shall not have been received, the
Secretary shall give prompt notice of any action approved by the Members without
a meeting to those Members entitled to vote on such matters who have not
consented thereto in writing.

             

            8.10    Waiver of
Notice.  When any notice
is required to be given to any Member, a waiver thereof in writing signed by the
person entitled to such notice, whether before, at or after the time stated
therein, shall be equivalent to the giving of such notice.

             

            


             

            ARTICLE IX

                                                                           


            Contributions
To The Company,

             

            Shares
And Capital Accounts

             

            9.1    Capital
Contributions.
The Capital Contributions, if any, of each Member have been made and are
set forth on Schedule A hereto, as are the Share holdings of each
Member.  

             

            No Member
shall be required to make an additional Capital Contribution.

             

            9.2    Shares.  As of the date
hereof, each Member’s interest in the Company shall be represented by Shares of
membership interest.  The Company has authorized the issuance of 100
Shares of which 80 are Class A Shares and 20 are Class B Shares.  The
number of Shares held by each Member as of the date hereof is set forth on
Schedule A.  Additional Shares (including new classes or series of
Shares) may from time to time be issued by the Board in accordance with this
Operating Agreement.  

             

            
              
                
                

              

              
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            9.3    Capital
Accounts.

             

            (a)    A separate Capital
Account will be maintained for each Member.

             

            (i)    To each Member’s
Capital Account there shall be credited (A) such Member’s Capital
Contributions, (B) such Member’s distributive share of Net Profits and any
items in the nature of income or gain that are specially allocated pursuant to
Section 10.2, and (C) the amount of any Company liabilities assumed by
such Member or that are secured by any Property distributed to such
Member;

             

            (ii)    To each Member’s
Capital Account there shall be debited (A) the amount of money and the fair
market value of any Property distributed to such Member pursuant to any
provision of this Operating Agreement, (B) such Member’s distributive share of
Net Losses and any items in the nature of expenses or losses that are specially
allocated pursuant to Section 10.2, and (C) the amount of any liabilities
of such Member assumed by the Company or that are secured by any property
contributed by such Member to the Company.

             

            (b)    In the event of a
permitted sale or exchange of all or part of a Member’s interest in the Company,
the Capital Account of the transferor shall become the Capital Account of the
transferee to the extent it relates to the transferred interest.

             

            (c)    The manner in which
Capital Accounts are to be maintained pursuant to this Section 9.3 is intended,
and shall be construed so as, to comply with the requirements of Code Section
704(b) and the Treasury Regulations promulgated thereunder.

             

            (d)    The Members’
Capital Accounts are subject to adjustment as provided in Section
1.1(e).

             

            9.4    Withdrawal of
Capital.  A Member shall
not be entitled to demand or receive from the Company the liquidation of his
interest in the Company until the Company is dissolved in accordance with the
provisions hereof and other applicable provisions of the Act.

             

            


             

            ARTICLE X
                                                 

            Allocations,
Income Tax Elections And Reports

             

            10.1    Allocation of
Profits and Losses.

             

            (a)    Allocation of Net
Profits.  Except as provided in Section 10.1(c), the Net
Profits of the Company for each Accounting Period shall be allocated among the
Class A Members in proportion to their respective Class A Shares.

             

            (b)    Allocation of Net
Losses.  Except as provided in Section 10.1(d), the Net Losses
of the Company for each Accounting Period shall be allocated among the Members
as follows:

             

            (i)    First, among the
Class A Members in proportion to and in the amount of the excess, if any, of the
Net Profits allocated under Section 10.1(a) after the date of this Operating
Agreement but not distributed over allocations of Net Loss after the date of
this Operating Agreement;

             

            (ii)    Second, to the
Members in proportion to their respective Capital Account Balances until
allocation of Net Losses to any such Member would result in such Member having
an Adjusted Capital Account balance less than zero (0) at the end of such
Accounting Period;

             

            
              
                
                

              

              
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            (iii)    Third, to any Members
with positive Adjusted Capital Account balances in proportion to such positive
Adjusted Capital Account balances; and

             

            (iv)    Then, after all
Members have an Adjusted Capital Account balance of zero, to all Members in
proportion to their respective Shares.

             

            (c)    Allocation of Net
Profit from a Capital Transaction.  The Net Profit from a
Capital Transaction shall be allocated as follows:

             

            (i)    First, to each Member
until its Capital Account balance is equal to the amount of its Invested
Capital, pro rata in proportion to the maximum amount allocable to each Member
under this Section 10.1(c)(i); and

             

            (ii)    Then, to the Members
pro rata in proportion to their respective Shares.

             

            (d)    Allocation of Net
Loss from a Capital Transaction.  The Net Loss from a Capital
Transaction shall be allocated as follows:

             

            (i)    First, among the
Members in proportion to and in the amount of the excess, if any, of the
undistributed Net Profits previously allocated under Section 10.1(a) over prior
allocations of Net Loss;

             

            (ii)    Second, to the
Members in proportion to their respective Adjusted Capital Account balances
until the allocation of Net Loss to any Member would result in such Member
having an Adjusted Capital Account balance less than zero;

             

            (iii)   Third, to any Members with
positive Adjusted Capital Account balances in proportion to such Adjusted
Capital Account balances; and

             

            (iv)    Then, to all Members
in proportion to their respective Shares.

             

            10.2    Special
Allocations.

             

            Notwithstanding
Section 10.1,

             

            (a)    Qualified Income
Offset.  In the event any Member unexpectedly receives any
adjustments, allocations or distributions described in Section
1.704-l(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, 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 deficit balance of the Adjusted Capital Account of
such Member as quickly as possible; provided that an allocation
pursuant to this Section 10.2(a) shall only be made if and to the extent such
Member would have a deficit balance in its Adjusted Capital Account after all
other allocations provided for in Section 10.1 and Section 10.2 have been made
as if this Section 10.2(a) were not in this Operating Agreement.

             

            
              
                
                

              

              
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            (b)    Gross Income
Allocation.  In the event any Member has a deficit Capital
Account at the end of any Accounting Period which is in excess of the sum of (i)
the amount such Member is obligated to restore pursuant to any provision of this
Operating Agreement, if any, and (ii) the amount such Member is deemed to be
obligated to restore pursuant to the penultimate sentence of Treasury
Regulations Sections l.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be
specially allocated items of Company income and gain in the amount of such
excess as quickly as possible; provided that an allocation
pursuant to this Section 10.2(b) shall only be made if and to the extent that
such Member would have a deficit Capital Account in excess of such sum after all
other allocations provided for in Section 10.1 and Section 10.2 have been made
as if Section 10.2(a) hereof and this Section 10.2(b) were not in this Operating
Agreement.

             

            (c)    Minimum Gain
Chargeback.  This Section 10.2(c) hereby incorporates by
reference the “minimum gain chargeback” provisions of Treasury Regulation
Section 1.704-2.  In general, upon a reduction of the Company’s
minimum gain, the preceding sentence shall require that items of income and gain
be allocated among the Members in a manner that reverses prior allocations of
Nonrecourse and Member Nonrecourse deductions (as defined in such Treasury
Regulations) as well as reductions in the Members’ Capital Account balances
resulting from distributions that are allocable to increases in the Company’s
minimum gain.  Subject to the provisions of Section 704 of the Code
and the regulations thereunder, if the Board determines at any time that
operation of such “minimum gain chargeback” provisions likely will not achieve
such a reversal by the conclusion of the liquidation of the Company, the Board
shall adjust the allocation provisions of this Section 10.2(c) as necessary to
preserve as best as possible the underlying economic objectives of the
Members.

             

            (d)    Curative
Allocations.  The allocations set forth in Sections 10.2(a),
(b) and (c) (the “Regulatory Allocations”) are intended to comply with certain
requirements of the Treasury Regulations.  It is the intent of the
Members that, to the extent possible, all Regulatory Allocations shall be offset
either with other Regulatory Allocations or with special allocations of other
items of Company income, gain, loss or deduction pursuant to this Section
10.2(d).  Therefore, notwithstanding any other provision of this
Section 10 (other than the Regulatory Allocations), the Company shall make such
offsetting special allocations of Company income, gain, loss or deduction in
whatever manner the Board determines appropriate so that, after such offsetting
allocations are made, each Member’s Capital Account balance is, to the extent
possible, equal to the Capital Account balance such Member would have had the
Regulatory Allocations not been part of the Agreement and all Company items were
allocated pursuant to Section 10.1.

             

            (e)    Code Section 704(c)
Allocations.  In accordance with Code Section 704(c) and
the Treasury Regulations thereunder:

             

            (i)    Income, gain, loss,
and deduction with respect to any property contributed to the capital of the
Company shall, solely for income tax purposes, be allocated among the Members so
as to take account of any variation between the adjusted tax basis of such
property to the Company and its initial Adjusted Asset Value.  Such
allocation shall be made in accordance with the traditional method with curative
allocations described by § 1.704-3(c) of the Treasury
Regulations.

             

            (ii)    In the event the
Adjusted Asset Value of any Company asset is adjusted pursuant to Section
1.1(d)(ii) hereof, subsequent allocations of income, gain, loss, and deduction
with respect to such asset shall take account of any variation between the
adjusted basis of such asset for Federal income tax purposes and its Adjusted
Asset Value in the same manner as under Code Section 704(c) and the Treasury
Regulations thereunder.

             

            (f)    Company Nonrecourse
Deductions.  Any Company Nonrecourse Deductions for any Fiscal
Year or Accounting Period shall be allocated to the Members in accordance with
their respective Interests.

             

            (g)    Member Nonrecourse
Deductions.  Any Member Nonrecourse Deductions for any Fiscal
Year or Accounting Period shall be specially allocated to the Member who bears
the Economic Risk of Losses with respect to the Member Nonrecourse Debt to which
such Member Nonrecourse Deductions are attributable in accordance with Treasury
Regulations Section 1.704-2(i).

             

            
              
                
                

              

              
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            (h)    Company Minimum Gain
Chargeback.  Notwithstanding any other provision of this
Article X, if there is a net decrease in Company Minimum Gain during any Fiscal
Year, each Member shall be specially allocated items of Company income and gain
for such year (and, if necessary, subsequent years) in an amount equal to the
greater of (i) the portion of such Member’s share of the net decrease in
Company Minimum Gain, determined in accordance with Treasury Regulations Section
1.704-2(g), that is allocable to the disposition of Company Property subject to
such Nonrecourse Liability, determined in accordance with Treasury Regulations
Section 1.704-2(f), or (ii) the negative balance standing in such Member’s
Capital Account.  Allocations pursuant to the previous sentence shall
be made in proportion to the respective amounts required to be allocated to each
Member pursuant thereto.  The items to be so allocated shall be
determined in accordance with Treasury Regulations Section
1.704-2(f)(6).  This Section 10.3(c) is intended to comply with the
minimum gain chargeback requirements set forth in Treasury Regulations Section
1.704-2(f)(6) and shall be interpreted consistently therewith.

             

            (i)    Member Minimum Gain
Chargeback.  Notwithstanding any other provision of this
Article X (except Section 10.3(c), which shall be applied first), if there is a
net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt
during any Fiscal Year or Accounting Period, each Member who has a share of the
Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in
accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially
allocated items of Company income and gain for such year (and if necessary,
subsequent years) in an amount equal to the greater of (i) the portion of
such Member’s share of the net decrease in Member Minimum Gain attributable to
such Member Nonrecourse Debt, determined in accordance with Treasury Regulations
Section 1.704-2(i)(5), that is allocable to the disposition of Company Property
subject to such Member Nonrecourse Debt, determined in accordance with Treasury
Regulations Section 1.704-2(i)(4) or (ii) the negative balance standing in
such Member’s Capital Account.  Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required to be
allocated to each Member pursuant thereto.  The items to be so
allocated shall be determined in accordance with Treasury Regulations Section
1.704-2(i)(4).  This Section 10.3(d) is intended to comply with the
minimum gain chargeback requirements set forth in Treasury Regulations Section
1.704-2(i)(4) and shall be interpreted consistently therewith.

             

            10.3    Distributions.

             

            (a)    Mandatory
Distributions.  Subject to applicable law and any limitations
contained elsewhere in this Operating Agreement, the Board shall distribute cash
to the Members pro rata based on their respective allocable shares of the
Company’s taxable income for the Fiscal Year in an amount equal to the product
of (i) the Tax Percentage and (ii) the Company’s taxable income for such Fiscal
Year determined in accordance with Section 703(a) of the Code as reflected on
the Schedule K-1’s in respect of each Share (reduced by distributions made to
such member during such Fiscal Year pursuant to Sections 10.3(b) and
(c)).  For purposes hereof, “Tax Percentage” shall mean initially 45%
and shall be adjusted from time to time by the Board in response to changes in
the tax rates applicable to individuals under the Code and under the state
income tax laws of the State of California and in response to any other factors
which cause the distributions under this Section 10.3(a) to be less than a
Member’s tax liability in respect of each Share.

             

            (b)    Distributions of
Funds From Operations.  Subject to applicable law and any
limitations contained elsewhere in this Operating Agreement, including Section
10.3(e), the Board may elect from time to time to distribute Funds From
Operations to the Class A Members, and such distributions shall be to all Class
A Members, pro rata in proportion to the Shares held by the Class A
Members.

             

            (c)    Distributions of
Funds From Capital Transactions.  Subject to applicable law and
any limitations contained elsewhere in this Operating Agreement, the Managers
shall distribute Funds From Capital Transactions to the Members.  Any
distribution of Funds From Capital Transactions made under this Section 10.3(c)
shall be made to the Members in the amounts of and in proportion with their
Adjusted Capital Account balances.

             

            (d)    Tax
Withholding.  The Company shall comply with withholding
requirements under federal, state and local law and shall remit amounts withheld
to, and file required forms with, the applicable jurisdictions.  To
the extent the Company is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Member, the amount
withheld shall be treated as a distribution in the amount of the withholding to
that Member.  If the amount of withholding tax paid by the Company was
not withheld from actual distributions, the Company may, at its option, (i)
require the Member to promptly reimburse the Company for such withholding or
(ii) reduce any subsequent distributions by the amount of such
withholding.  Each Member agrees to furnish the Company with any
representations and forms as shall reasonably be requested by the Company to
assist it in minimizing or eliminating and in determining the extent of, and in
fulfilling, its withholding obligations.

             

            
              
                
                

              

              
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            (e)    Limitation on
Distributions; Unvested Shares.  Cash otherwise distributable
to a Member with respect to Shares that are unvested under any agreement between
the Member and the Company shall be retained by the Company and shall be
distributed to the Member without interest as and when such Shares vest, or if
such unvested Shares fail to vest and are cancelled, to all other Members in
proportion to their respective Shares.  To the extent any unvested
Shares are cancelled, the affected Member’s Capital Account shall be reduced by
the amount of any undistributed Net Profit previously allocated to such Member’s
Capital Account with respect to the cancelled unvested Shares and the amount of
such reduction shall be allocated to the Capital Accounts of the other Members
in proportion to their respective Shares.

             

            10.4    Limitation Upon
Distributions.

             

            (a)    No distribution shall
be declared and paid to a Member in violation of the Act.

             

            (b)    A Member who receives
a distribution in violation of the Act shall be liable to the Company for the
amount of the distribution to the extent provided in the Act.

             

            (c)    No distribution
shall be made to a Member to the extent such distribution would create or
increase a deficit in such Member’s Capital Account.

             

            10.5    Accounting
Principles.  For financial
accounting purposes, the profits and losses of the Company shall be determined
in accordance with generally accepted accounting principles applied on a
consistent basis under the accrual method of accounting.

             

            10.6    Interest on and
Return of Capital Contributions.  No Member shall
be entitled to interest on its Capital Contribution or to return of its Capital
Contribution.  In addition, no Member shall have the right to withdraw
any portion of such Member’s Capital Account.  Except as required by
the Company, no Member shall be personally liable to any other Member for the
return of any Capital Contributions (or any additions thereto), it being agreed
that any distribution as may be made from time to time shall be made solely from
the assets of the Company and only in accordance with the terms of this
Operating Agreement.

             

            10.7    Records and
Reports.  At the expense of
the Company, the Board shall maintain records and accounts of all operations and
expenditures of the Company for a period of five years from the end of the
Fiscal Year during which the last entry was made on such record, the first two
years in the principal office of the Company.  At a minimum the
Company shall keep the following records:

             

            (a)    A current list of the
full name and last known business address of each Manager and each
Member;

             

            (b)    A copy of the
Certificate and all amendments thereto, together with executed copies of any
written powers of attorney pursuant to which the Operating Agreement and any
certificate and all amendments thereto have been executed;

             

            (c)    Copies of the
Company’s federal, foreign, state and local income tax returns and reports, if
any, for the three  most recent years;

             

            (d)    Copies of the
Operating Agreement and all amendments thereto;

             

            (e)    True and full
information regarding the status of the business and financial condition of the
Company, including financial statements of the Company for the three most recent
years; and

             

            (f)    True and full
information regarding the amount of cash and a description and statement of the
agreed value of any other property or services contributed by each Member and
which each Member has agreed to contribute in the future, and the date on which
each became a Member.

             

            
              
                
                

              

              
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              Table of
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            10.8    Returns and Other
Elections.  The Board shall
cause the preparation and timely filing of all tax returns required to be filed
by the Company pursuant to the Code and all other tax returns deemed necessary
and required in each jurisdiction in which the Company does
business.  Copies of such returns, or pertinent information therefrom,
shall be furnished to the Members within a reasonable time after the end of the
Company’s Fiscal Year.  All elections permitted to be made by the
Company under federal or state laws shall be made by the Board in its
discretion.

             

            10.9    Tax Matters
Partner.  BroadVision, Inc.
is hereby designated the Tax Matters Partner of Company for purposes of Chapter
63 of the Code and the Treasury Regulations thereunder.  The Tax
Matters Partner shall employ experienced tax counsel to represent the Company in
connection with any audit or investigation of the Company by the Internal
Revenue Service and in connection with all subsequent administrative and
judicial proceedings arising out of such audit.  If the Tax Matters
Partner is required by law or regulation to incur fees and expenses in
connection with tax matters not affecting all the Members, then the Tax Matters
Partner may, in its sole discretion, seek reimbursement from those Members on
whose behalf such fees and expenses were incurred.  The Tax Matters
Partner shall keep the Members informed of all administrative and judicial
proceedings, as required by Section 6223(g) of the Code, and shall furnish to
each Member, if such Member so requests in writing, a copy of each notice or
other communication received by the Tax Matters Partner from the Internal
Revenue Service, except such notices or communications as are sent directly to
such requesting Member by the Internal Revenue Service.  The
relationship of the Tax Matters Partner to the Members shall be that of a
fiduciary, and the Tax Matters Partner shall have fiduciary obligations to
perform its duties as Tax Matters Partner in such manner as will serve the best
interests of the Company and all of the Company’s Members.  Except as
set forth above, the Company will bear all expenses incurred by the Tax Matters
Partner in carrying out his duties as such.  To the fullest extent
permitted by law, the Company agrees to indemnify the Tax Matters Partner and
its agents and save and hold them harmless, from and in respect to all (i) fees,
costs and expenses in connection with or resulting from any claim, action or
demand against the Tax Matters Partner or the Company that arise out of or in
any way relate to the Tax Matters Partner’s status as Tax Matters Partner for
the Company, and (ii) all such claims, actions, and demands and any losses or
damages therefrom, including amounts paid in settlement or compromise of any
such claim, action or demand;
provided that this indemnity shall not extend to conduct by the Tax
Matters Partner adjudged (i) not to have been undertaken in good faith the
Company or (ii) to have constituted recklessness, gross negligence or
intentional wrongdoing by the Tax Matters Partner.  The Tax Matters
Partner may be changed by the Board.

             

            ARTICLE
XI

             

                                                              Transferability

             

            11.1    Restrictions
on Transferability

                    (a)    Except as provided in
Section 11.3, no Member shall Transfer its interest in the Company without the
prior written consent of the Board.  

             

                        (b)    In addition to other
restrictions on transfer contained herein, each Member agrees that it will not
make any Transfer of all or any part of its interest in the Company which will
result in the violation by it or by the Company of the Securities Act of 1933 or
any other applicable securities laws.

             

            11.2    Exempt
Transfers. Anything to the contrary
herein notwithstanding, the following transactions shall be exempt from the
restriction on transfer provided in Section 11.1:

             

            (a)    A Member’s Transfer
during such Member’s lifetime to such Member’s immediate family or to or from
any trustee for the benefit of such Member or such Member’s immediate family
(i.e., spouse, lineal
descendant, father, mother, brother or sister).

             

            (b)    A Member’s Transfer
to any person on death whether by will, trust or intestacy.

             

            (c)    A Transfer to the
Company.

             

            In any
such case, the Transferee shall receive and hold such interest subject to the
provisions of this Operating Agreement, including this Article XI, as a
Substitute Member, and there shall be no further transfer except in compliance
with this Article XI.

             

            
              
                
                

              

              
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            11.3    No Effect To
Transfers In Violation Of Operating Agreement.  Any purported
transfer in violation of this Article XI shall be null and void and the
purported Transferee shall become neither a Member nor a holder of any interest
in the Company whatsoever.

             

            ARTICLE
XII

                                                                               


            Additional
And Substitute Members; Removal of Members 

             

            12.1    Admission of
Additional Members and Substitute Members.  Any Person
acceptable to the Board may, subject to the terms and conditions of this
Operating Agreement (including Sections 6.4 and 12.2), become an Additional
Member of the Company by the purchase of new Shares for such consideration as
the Board shall determine in accordance with the terms of this Operating
Agreement.  The Board may, without the consent of any Member, issue
additional Shares out of the authorized Shares.

             

            12.2    Allocations to
Additional Members and Substitute Members.  No Additional
Member or Substitute Member shall be entitled to any retroactive allocation of
losses, income or expense deductions incurred by the
Company.  

             

            


             

            ARTICLE XIII
                                                  

            Dissolution
And Termination

             

            13.1    Dissolution.  The Company shall
be dissolved upon the occurrence of any of the following events (a “Dissolution
Event”):

             

            (a)    the written agreement
of the Board; or

             

            (b)    the entry of a decree
of judicial dissolution under the Act.

             

            13.2    Effect of Filing of
Certificate of Cancellation.  The Company shall
cease to carry on its business, except insofar as may be necessary for the
winding up of its business, upon the occurrence of a final dissolution event,
but its separate existence shall continue until a Certificate of Cancellation
has been filed with the Secretary of State of Delaware or until a decree
dissolving the Company has been entered by a court of competent
jurisdiction.

             

            13.3    Distribution of
Assets Upon Dissolution.  In settling
accounts after dissolution, the liabilities of the Company shall be entitled to
payment in the order of priority as provided by law in satisfaction of all
liabilities and obligations of the Company whether by payment or the
establishment of reasonable reserves therefor.  The remaining assets
of the Company shall be distributed to the Members in accordance with Section
10.3(c).

             

            13.4    Winding
Up.  Except as
provided by law, upon dissolution, each Member shall look solely to the assets
of the Company for the return of its Capital Contribution.  If the
Company Property remaining after the payment or discharge of the debts and
liabilities of the Company is insufficient to return the Capital Contribution of
each Member, such Member shall have no recourse against any other
Member.  The winding up of the affairs of the Company and the
distribution of its assets shall be conducted exclusively by the Board, who
subject to the terms of this Operating Agreement, are hereby authorized to take
all actions necessary to accomplish such distribution, including without
limitation, selling any Company assets the Board deems necessary or appropriate
to sell.

             

            
              
                
                

              

              
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            13.5    Filing of Certificate
of Cancellation.

             

            (a)    When all debts,
liabilities and obligations have been paid and discharged or adequate provisions
have been made therefor and all of the remaining property and assets have been
distributed to the Members, a Certificate of Cancellation shall be executed and
filed with the Delaware Secretary of State, which certificate shall set forth
the information required by the Act.

             

            (b)    Upon the
acceptance of the Certificate of Cancellation, the existence of the Company
shall cease, except for the purpose of suits, other proceedings and appropriate
action as provided in the Act.

             

            ARTICLE XIV
                                                 

            Miscellaneous
Provisions

             

            14.1    Notices.  Any notice,
demand or communication required or permitted to be given by any provision of
this Operating Agreement shall be in writing and shall be deemed effectively
given or delivered upon receipt.  Any such notice, demand or
communication may be given: (a) by personal delivery to the party to be
notified; (b) by confirmed telex, telegraph, facsimile or electronic mail; or
(c) by mail or courier.  All communications shall be delivered to a
Manager, a Member or the Company, as appropriate, to such Manager’s, such
Member’s or the Company’s address (including electronic mail address) or
facsimile number as such appears in the Company’s records as of the date hereof
or to such other address or facsimile number as such Member, such Manager or the
Company may designate by ten days advance written notice to the other parties
hereto.

             

            14.2    Application of
Delaware Law.  This Operating
Agreement, and the application or interpretation hereof, shall be governed
exclusively by its terms and by the laws of the State of Delaware (without
giving effect to principles of conflicts of laws).

             

            14.3    Waiver of Action for
Partition.  Each Member
irrevocably waives during the term of the Company any right that it may have to
maintain any action for partition with respect to the property of the
Company.

             

            14.4    Amendments.  This Operating
Agreement may be amended by the Board or the Class A Member. 

             

            14.5    Execution of
Additional Instruments.  Each Member
hereby agrees to execute such other and further statements of interest and
holdings, designations, powers of attorney and other instruments necessary to
comply with any laws, rules or regulations.

             

            14.6    Construction.  Whenever the
singular number is used in this Operating Agreement and when required by the
context, the same shall include the plural, and the masculine gender shall
include the feminine and neuter genders and vice versa.  This
Operating Agreement is prepared and executed in the English language only and
any translation of this Operating Agreement into any other language shall have
no effect.

             

            
              
                
                

              

              
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              Table of
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            14.7    Attorneys’
Fees.  In any judicial
action or proceeding between the parties to enforce any of the provisions of
this Operating Agreement regardless of whether such action or proceeding is
prosecuted to judgment and in addition to any other remedy, the unsuccessful
party shall pay to the successful party all costs and expenses, including
reasonable attorneys’ fees, which shall include the reasonable value of the
services of staff attorney, incurred therein by the successful
party.

             

            14.8    Headings.  The headings in
this Operating Agreement are inserted for convenience only and are in no way
intended to describe, interpret, define, or limit the scope, extent or intent of
this Operating Agreement or any provision hereof.

             

            14.9    Waivers.  The failure of
any party to seek redress for violation of or to insist upon the strict
performance of any covenant or condition of this Operating Agreement shall not
prevent a subsequent act, which would have originally constituted a violation,
from having the effect of an original violation.

             

            14.10    Rights and
Remedies Cumulative.  The rights and
remedies provided by this Operating Agreement are cumulative, and the use of any
one right or remedy by any party shall not preclude or waive the right to use
any or all other remedies.  Such rights and remedies are given in
addition to any other rights the parties may have by law, statute, ordinance or
otherwise.

             

            14.11    Severability.  If any provision
of this Operating Agreement or the application thereof to any person or
circumstance shall be invalid, illegal or unenforceable to any extent, the
remainder of this Operating Agreement and the application thereof shall not be
affected and shall be enforceable to the fullest extent permitted by
law.

             

            14.12    Heirs, Successors and
Assigns.  Each and all of
the covenants, terms, provisions and agreements herein contained shall be
binding upon and inure to the benefit of the parties hereto and, to the extent
permitted by this Operating Agreement, their respective heirs, legal
representatives, successors and assigns.

             

            14.13    Creditors.  None of the
provisions of this Operating Agreement shall be for the benefit of or
enforceable by any creditor of the Company.

             

            14.14    Counterparts.  This Operating
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
instrument.

             

            14.15    No Third Party
Beneficiaries.  It is understood
and agreed among the parties that this Operating Agreement and the covenants
made herein are made expressly and solely for the benefit of the parties hereto,
and that no other Person, other than an Indemnitee under Article VII hereof (but
only in respect of the rights under such Article VII), shall be entitled or be
deemed to be entitled to any benefits or rights hereunder, nor be authorized or
entitled to enforce any rights, claims or remedies hereunder or by reason
hereof.

             

            14.16    Fees And
Commissions.  Each Member
hereby represents and warrants to the others that, it has not engaged or dealt
with any other person or party who may have any claim against the Company or
such Member for brokerage or other commissions or finder’s or other similar fees
in connection with formation of the Company.  Each Member hereby
agrees to indemnify the others and hold the others harmless from and against all
loss, cost, damage, and expense whatsoever which the others may suffer or incur
by reason of any claim for a brokerage or finder’s or similar based on
contracts, agreements, or understandings made or allegedly made by the
indemnifying party.

             

            14.17    Warranty Of
Authority.  Each Member
hereby represents and warrants to the others that such Member has full power and
lawful authority to enter into and carry out the terms and provisions of this
Operating Agreement and that all actions necessary to confer such power and
authority upon the persons executing this Operating Agreement have been
taken.

             


            
              
                 


              

              
                ~ 21
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            In Witness Whereof, the parties hereto
have executed this Operating Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.

             

            


             

            Manager:

             

            
               

              
                /s/ Pehong Chen

                  

                
Pehong
Chen

            

             

            


             

            Class A Member:

             

            BroadVision,
Inc.

             

             

            
              By: /s/ Pehong Chen

                
                  

                

                                                                             

              

            

            Pehong
Chen

            Chief
Executive Officer

            


            


            


            


            Class B Member:

             

            CHRM
LLC

             

             

            By:
/s/ Pehong Chen

              
                

              

                                                                           

            

            Pehong
Chen

                        Manager


            
              
                 


              

              
                ~ 22
~

                
                  

                

              

              
                 


              

            


            Schedule
A

             

            MEMBERS’
NAMES, ADDRESSES, CAPITAL CONTRIBUTIONS AND SHARES

             

            


            


            


            
              	
                      Name
      of Member

                    	 	
                      Capital
      Contribution

                    	 	
                      Shares

                    
	
                      I.  Part
      I:  Class A Member

                    	 	 	 	 
      
	
                      BroadVision,
      Inc.

                      1600
      Seaport Boulevard

                      Suite
      550, North Building

                      Redwood
      City, CA 94063

                    	 	$	8,000.00	 	
                      80
      Class A

                    
	 
      	 	 	 	 	 
      
	
                      II.
      Part II: Class B Member

                    	 	 	 	 	 
      
	
                      CHRM
      LLC

                      93
      Ridgeview Drive

                      Atherton,
      CA 94027

                    	 	$	2,000.00	*	
                      20
      Class B

                    


            

            


             

            


             

            _______________

            *The
Members have nominally assigned a value of $2,000 to the Capital Contribution of
the Class B Member reflecting proportionality with the initial Capital
Contribution of the Class A Member. The Members deem the intellectual property
rights contributed by the Class B Member to have a fair market value equal to
20% of the Company’s total Adjusted Asset Value at the time of admission of the
Class B Member as a Member. In the event that the adjustment called for by
Section 1.1(d)(ii) in connection with such admission results in an increase in
the Company’s aggregate Adjusted Asset Value, the deemed value of the Capital
Contribution of the Class B Member shall automatically be increased
accordingly.

             


            
              
                 


              

              
                ~ 23
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                        TABLE OF CONTENTS

                      

                    	
                       

                    	
                       

                    
	
                      ARTICLE I

                    	
                       

                    	
                      DEFINITIONS

                    	
                       

                    	
                      1

                    
	
                      1.1

                    	
                       

                    	
                      Definitions

                    	
                       

                    	1
	
                      ARTICLE II

                    	
                       

                    	
                      
                        FORMATION OF COMPANY

                      

                    	
                       

                    	
                      5

                    
	
                      2.1

                    	
                       

                    	
                      
                        Formation

                      

                    	
                       

                    	5
	
                      2.2

                    	
                       

                    	
                      
                        Name

                      

                    	
                       

                    	
                      5

                    
	
                      2.3

                    	
                       

                    	
                      
                        Principal Place of Business

                      

                    	
                       

                    	
                      5

                    
	
                      2.4

                    	
                       

                    	
                      Registered Office and Registered
    Agent

                    	
                       

                    	
                      5

                    
	
                      2.5

                    	
                       

                    	
                      Term

                    	
                       

                    	
                      5

                    
	
                      ARTICLE III

                    	
                       

                    	
                      
                        PURPOSES OF COMPANY

                      

                    	
                       

                    	
                      5

                    
	
                      3.1

                    	
                       

                    	
                      Company Purposes

                    	
                       

                    	
                      5

                    
	
                      ARTICLE IV

                    	
                       

                    	
                      MANAGEMENT OF COMPANY

                    	
                       

                    	
                      6

                    
	
                      4.1

                    	
                       

                    	
                      Board of Managers

                    	
                       

                    	
                      6

                    
	
                      4.2

                    	
                       

                    	
                      Reimbursement of Expenses

                    	
                       

                    	
                      
                        6

                      

                    
	
                      4.3

                    	
                       

                    	
                      Meetings of the Board of Managers; Action by the
      Board

                    	
                       

                    	
                      
                        6

                      

                    
	
                      4.4

                    	
                       

                    	
                      Committees of the Board

                    	
                       

                    	
                      6

                    
	
                      4.5

                    	
                       

                    	
                      Fiduciary Duties of the Managers

                    	
                       

                    	
                      
                        7

                      

                    
	
                      4.6

                    	
                       

                    	
                      Resignation

                    	
                       

                    	
                      
                        
                          7

                        

                      

                    
	
                      4.7

                    	
                       

                    	
                      Removal

                    	
                       

                    	
                      
                        7

                      

                    
	4.8	 	Vacancies	 	7
	4.9	 	Managers' Duty to Company	 	7
	4.10	 	Additional Capital	 	7
	4.11	 	Reports to Members	 	7
	ARTICLE V	 	OFFICERS	 	7
	5.1	 	Appointment of Officers	 	7
	5.2	 	Tenure and Duties of Officers	 	7
	5.3	 	Power and Authority of Officers	 	8
	5.4 	 	Prohibited Action	 	8
	ARTICLE VI	 	RIGHTS AND OBLIGATIONS OF MEMBERS	 	8
	6.1 	 	Limitation of Liability	 	8
	6.2	 	Nature of Rights and Obligations	 	8
	6.3	 	Member Access to Records	 	9
	6.4	 	Certain Actions Requiring Member Approval	 	9
	ARTICLE VII	 	CERTAIN MATTERS CONCERNING MEMBERS, MANAGERS AND
      EXECUTIVE OFFICERS	 	9
	7.1	 	Liability of Members, Managers and Officers:
      Indemnification	 	9
	7.2	 	Other Matters Concerning the Members, Managers and Officers of
      the Company	 	10
	ARTICLE VIII	 	MEETINGS OF MEMBERS	 	11
	8.1	 	Meetings	 	11
	8.2	 	Place of Meetings	 	11
	
                      8.3

                    	 	Notice of Meetings	 	11
	8.4	 	Meeting of all Members	 	11
	8.5	 	Record Date	 	11
	8.6	 	Quorum	 	11
	8.7	 	Manner of Acting	 	11
	8.8	 	Proxies	 	12
	8.9	 	Action by Members Without a Meeting	 	12
	8.10	 	Waiver of Notice	 	12
	ARTICLE IX	 	CONTRIBUTIONS TO THE COMPANY, SHARES AND CAPITAL
      ACCOUNTS	 	12
	9.1 	 	Capital Contributions	 	12
	9.2	 	Shares	 	12
	9.3	 	Capital Accounts	 	13
	9.4	 	Withdrawal of Capital	 	13
	ARTICLE X	 	ALLOCATIONS, INCOME TAX ELECTIONS AND
    REPORTS	 	13
	10.1	 	Allocation of Profits and Losses	 	13
	10.2	 	Special Allocations	 	14
	10.3	 	Distributions	 	16
	10.4	 	Limitation Upon Distributions	 	17
	10.5	 	Accounting Principles	 	17
	10.6	 	Interest on and Return of Capital Contributions	 	17
	10.7	 	Records and Reports	 	17
	10.8	 	Returns and Other Elections	 	18
	10.9	 	Tax Matters Partner	 	18
	ARTICLE XI	 	TRANSFERABILITY 	 	18
	11.1	 	Restrictions on Transferability	 	18
	11.2	 	Exempt Transfers	 	18
	11.3	 	No Effect To Transfers In Violation of Operating
      Agreement	 	19
	ARTICLE XII	 	ADDITIONAL AND SUBSTITUTE MEMBERS; REMOVAL OF
      MEMBERS	 	19
	12.1	 	Admission of Additional Members and Substitute
      Members	 	19
	12.2	 	Allocations to Additional Members and Substitute
      Members	 	19
	ARTICLE XII	 	DISSOLUTION AND TERMINATION	 	19
	13.1	 	Dissolution	 	19
	13.2	 	Effect of Filing of Certificate of
      Cancellation	 	19
	13.3	 	Distribution of Assets Upon Dissolution	 	19
	13.4	 	Winding Up	 	19
	13.5	 	Filing of Certificate of Cancellation	 	20
	ARTICLE XIV	 	MISCELLANEOUS PROVISIONS	 	20
	14.1	 	Notices	 	20
	14.2	 	Application of Delaware Law	 	20
	14.3	 	Waiver of Action for Partition	 	20
	14.4	 	Amendments	 	20
	14.5	 	Execution of Additional Instruments	 	20
	14.6	 	Construction	 	20
	14.7	 	Attorneys' Fees	 	21
	14.8	 	Headings	 	21
	14.9	 	Waivers	 	21
	14.10	 	Rights and Remedies Cumulative	 	21
	14.11	 	Severability	 	21
	14.12	 	Heirs, Successors and Assigns	 	21
	14.13	 	Creditors	 	21
	14.14	 	Counterparts	 	21
	14.15	 	No Third Party Beneficiaries	 	21
	14.16	 	Fees and Commissions	 	21
	
                      14.17

                    	
                       

                    	
                      Warranty of Authority

                    	
                       

                    	
                      
                        21