FIRST AMENDMENT TO
                               ------------------
            AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
            --------------------------------------------------------
                           OF ALLEGIANCE CAPITAL, LLC
                           --------------------------


         This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED  LIABILITY COMPANY
AGREEMENT  (this  "Agreement"),  dated as of May 22, 2000, is entered into among
                   ---------
the parties listed on the signature page hereof.

                                    RECITALS

         A. Point West Capital  Corporation,  Michael W. McDermitt and Daniel M.
Isard have  previously  entered into that certain  Amended and Restated  Limited
Liability Company Agreement of Allegiance  Capital,  LLC, dated as of January 1,
1998 (the "Operating Agreement"); and
           -------------------

         B. The Members of the Company  desire to admit  Resources  Trust,  Inc.
Custodian  FBO Daniel M. Isard (the "Isard  IRA") as a Member of the Company and
to amend the Operating Agreement as more particularly set forth herein;

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein and for other good and valuable  consideration  (the receipt and adequacy
of which are hereby acknowledged), the parties hereto agree as follows:

Section 1.  Defined Terms.  Unless  otherwise  defined herein,  each capitalized
            -------------
term used herein has the meaning ascribed thereto in the Operating Agreement.

Section 2.  Amendments to the Operating  Agreement.  Upon the  effectiveness  of
            --------------------------------------
this Agreement in accordance with the terms and conditions hereof:

         (a) Amendments to Section 1.1.  Section 1.1 of the Operating  Agreement
             -------------------------
is hereby  amended  by adding  and  inserting  the  following  terms  therein in
alphabetical order:

                  "Adjusted Isard Capital  Contribution"  means, with respect to
                   ------------------------------------
         Isard as of any date of  determination,  the  Capital  Contribution  of
         Isard made pursuant to Section 3.1.3(b), increased by the amount of the
                                                  ---------
         Isard Primary Preferred Return accrued thereon (computed without regard
         to the limits on allocation set forth in Section  6.1.2(b)),  increased
                                                                       ---------
         by the amount of the Isard Secondary  Preferred  Return accrued thereon
         (computed  without  regard  to the  limits on  allocation  set forth in
         Section 6.1.2(c)), and reduced by the cumulative amounts distributed to
         Isard pursuant to Section 6.5.2.

                  "Adjusted Isard IRA Capital  Contribution" means, with respect
                   ----------------------------------------
         to  the  Isard  IRA  as of  any  date  of  determination,  the  Capital
         Contribution  of the  Isard  IRA made  pursuant  to  Section  3.1.3(a),
         increased  by the  amount  of the Isard IRA  Primary  Preferred  Return
         ---------
         accrued  thereon  (computed  without regard to the limits on allocation
         set forth in Section  6.1.2(b)),  increased  by the amount of the Isard
                                           ---------
         IRA Secondary Preferred Return accrued thereon (computed without regard
         to the limits on allocation set forth in Section 6.1.2(c)), and reduced
                                                                         -------
         by the  cumulative  amounts  distributed  to the Isard IRA  pursuant to
         Section 6.5.2.

<PAGE>


                  "Capital Account Units" means, as of any date of determination
                   ---------------------
         and with  respect to any Member,  the then  dollar  value of a Member's
         Capital Account divided by $100,000.

                  "Isard Carryforwards" has the meaning set forth in Section
                   -------------------
6.1.2(b).


                 "Isard Primary  Preferred  Return" means, for any taxable year
                  --------------------------------
         (or  portion  thereof)  during the term  hereof,  an amount  equal to a
         return of ten  percent  (10%) per  annum,  compounded  monthly,  on the
         amount of the Adjusted  Isard Capital  Contribution  as of the close of
         each month.

                  "Isard Secondary Preferred Return" means, for any taxable year
                   --------------------------------
         (or  portion  thereof)  during the term  hereof,  an amount  equal to a
         return of five  percent  (5%) per  annum,  compounded  monthly,  on the
         amount of the Adjusted  Isard Capital  Contribution  as of the close of
         each month.

                  "Isard IRA" means Resources Trust Co. Custodian FBO Daniel M.
                   ---------
         Isard IRA.

                  "Isard IRA Carryforwards" has the meaning set forth in Section
                   -----------------------
         6.1.2(b).

                  "Isard IRA Primary  Preferred  Return" means,  for any taxable
                   ------------------------------------
         year (or portion thereof) during the term hereof,  an amount equal to a
         return of ten  percent  (10%) per  annum,  compounded  monthly,  on the
         amount of the Adjusted Isard IRA Capital  Contribution  as of the close
         of each month.

                  "Isard IRA Secondary  Preferred Return" means, for any taxable
                   -------------------------------------
         year (or portion thereof) during the term hereof,  an amount equal to a
         return of five  percent  (5%) per  annum,  compounded  monthly,  on the
         amount of the Adjusted Isard IRA Capital  Contribution  as of the close
         of each month.

         (b)      Amendment of Section 3.1.   Section 3.1  of  the    Operating
                  ------------------------
Agreement is hereby  amended by adding and  inserting a new Section 3.1.3 at the
end thereof as follows:

                           3.1.3    Contributions by Isard and the Isard IRA.
                                    ----------------------------------------

                                    (a) The Isard IRA  shall  contribute  to the
                  Company  $50,000  concurrently  upon it  being  admitted  as a
                  Member,  such  finds  to be used by the  Company  for  working
                  capital purposes.

                                    (b) Isard  shall  contribute  to the Company
                  $50,000  concurrently  upon the Isard IRA being  admitted as a
                  Member,  such  funds  to be used by the  Company  for  working
                  capital purposes.

         (c) Amendment of Section  4.4.1(c).  Section  4.4.1(c) of the Operating
             --------------------
Agreement  is  hereby  deleted  in  its  entirety  and  a new  Section  4.4.1(c)
substituted therefor as follows:

                           (c) If the Initial Financing Date occurs on or before
         the  Threshold  Date,  and,  following  the Initial  Financing  Date, a
         Forfeiture Event occurs with respect to a Specified Member, then:


                                       2

<PAGE>



                                    (i) (A) if such Forfeiture  Event relates to
                  McDermitt  and occurs  prior to the first  anniversary  of the
                  Initial Financing Date, then McDermitt=s  Membership  Interest
                  shall  automatically  be reduced by that number of  percentage
                  points  equal to the excess of (1) 15 over (2) the  product of
                  the length of time in  quarters  since the  Initial  Financing
                  Date  and  1.25;  (B) if  such  Forfeiture  Event  relates  to
                  McDermitt and occurs on or after the first  anniversary of the
                  Initial  Financing  Date  but  prior  to May  22,  2000,  then
                  McDermitt's Membership Interest shall automatically be reduced
                  by that number of percentage points equal to the excess of (1)
                  10 over (2) the product of (y) a fraction,  the  numerator  of
                  which  is the  length  of  time  in  months  since  the  first
                  anniversary of the Initial  Financing Date and the denominator
                  of which is 48 and (z) ten;  or (C) if such  Forfeiture  Event
                  relates to McDermitt and occurs on or after May 22, 2000, then
                  McDermitt's Membership Interest shall automatically be reduced
                  by that number of percentage points equal to the excess of (1)
                  7.25 over (2) the product of (y) a fraction,  the numerator of
                  which is the length of time in months  since May 22,  2000 and
                  the denominator of which is 42 and (z) 7.25.

                                    (ii) (A) if such Forfeiture Event relates to
                  Isard  and  occurs  prior  to  May  22,  2000,   then  Isard=s
                  Membership  Interest  shall  automatically  be reduced by that
                  number of percentage points equal to the excess of (1) 20 over
                  (2) the product of (y) a fraction,  the  numerator of which is
                  the length of time in months since the Initial  Financing Date
                  and the  denominator of which is sixty (60) and (z) 20; or (B)
                  if such  Forfeiture  Event  relates  to Isard and occurs on or
                  after May 22, 2000,  then Isard's  Membership  Interest  shall
                  automatically  be reduced by that number of percentage  points
                  equal to the excess of (1) 15.49 over (2) the product of (y) a
                  fraction,  the  numerator  of which is the  length  of time in
                  months since May 22, 2000 and the  denominator  of which is 42
                  and (z) 15.49.

                           The  amount  by  which  either   Specified   Member=s
         Membership  Interest is reduced pursuant to this Section 4.4.1(c) shall
         automatically  be allocated to the remaining  Specified Member (if any)
         and Point  West in the  proportion  that  their  respective  Membership
         Interests bears to the sum of their Membership Interests.

         (d)      Amendment of Article 6. Article 6 of the Operating  Agreement
                  ----------------------
is amended by deleting  Sections 6.1 and 6.5  thereof in  their entirety  and by
substituting new Sections 6.1 and 6.5 therefor as follows:

                  6.1      Allocations of Net Profit and Net Loss.
                           --------------------------------------

                           6.1.1    Net Loss.  Net Loss for each taxable year
                                    --------
         shall be allocated as follows:

                           (a) First,  to the Members in  accordance  with their
         respective  Membership  Interests  until the  cumulative  amount of Net
         Losses  allocated  to the  Members  pursuant to this  Section  6.1.1(a)
         equals the  cumulative  amount of Net Profits  allocated to the Members
         pursuant to Section 6.1.2(e);

                           (b) Second, to Point West until the cumulative amount
         of Net Losses allocated to Point West pursuant to this Section 6.1.1(b)
         equals the sum of the cumulative  amount of Net Profits allocated to it
         pursuant   to  Section   6.1.2(a),   (b)  and  (c)  plus  its   Capital
         Contributions   included   for   purposes  of  the   Adjusted   Capital
         Contribution;

                                       3

<PAGE>


                           (c) Third,  pro rata,  (i) to the Isard IRA until the
         cumulative  amount of Net Losses allocated to the Isard IRA pursuant to
         this Section  6.1.1(c)  equals the sum of the cumulative  amount of Net
         Profits  allocated to it pursuant to Sections 6.1.2(b) and (c) plus its
         Capital  Contributions  included for purposes of the Adjusted Isard IRA
         Capital  Contribution and (ii) to Isard until the cumulative  amount of
         Net Losses  allocated to Isard pursuant to this Section 6.1.1(c) equals
         the sum of the  cumulative  amount of Net  Profits  allocated  to Isard
         pursuant to Sections  6.1.2(b)  and (c) plus its Capital  Contributions
         included for purposes of the Adjusted Isard Capital Contribution; and

                           (d) Fourth,  to the Members in accordance  with their
         respective Membership Interests.

                  Notwithstanding  the foregoing,  loss  allocations to a Member
         shall be made only to the extent  that such loss  allocations  will not
         create a deficit  Capital  Account balance for that Member in excess of
         an amount, if any, equal to such Member's share of Company Minimum Gain
         that would be realized on a foreclosure of the Company's property.  Any
         loss not allocated to a Member because of the foregoing provision shall
         be allocated to the other  Members (to the extent the other Members are
         not limited in respect of the  allocation  of losses under this Section
         6.1.1).  Any loss  reallocated  under this Section 6.1.1 shall be taken
         into account in computing  subsequent  allocations of income and losses
         pursuant  to this  Article  6, so that  the net  amount  of any item so
         allocated and the income and losses  allocated to each Member  pursuant
         to this  Article 6, to the extent  possible,  shall be equal to the net
         amount that would have been  allocated to each such Member  pursuant to
         this Article 6 if no  reallocation  of losses had  occurred  under this
         Section 6.1.1.

                           6.1.2    Net  Profit.  Net Profit of the  Company for
                                    -----------
         each  taxable  year shall be  allocated  as  follows:

                           (a) First,  pro rata,  (i) to Point West in an amount
         equal to the sum of the Point West  Primary  Preferred  Return plus any
         Point West Primary  Carryforwards;  provided  that, if the Company does
                                             --------
         not have sufficient Net Profits in a given year to make such allocation
         in full,  then any shortfall  (the "Point West Primary  Carryforwards")
                                             ---------------------------------
         shall be carried forward indefinitely to the next taxable year or years
         in which Net Profits are sufficient to make such allocation and (ii) to
         the Specified Members  (according to their Membership  Interests) in an
         aggregate  amount equal to the sum of the Specified  Member Return plus
         any Specified Member Carryforwards;  provided that, if the Company does
                                              --------
         not have sufficient Net Profits in a given year to make such allocation
         in full,  then any shortfall  (the  "Specified  Member  Carryforwards")
                                              --------------------------------
         shall be carried forward indefinitely to the next taxable year or years
         in which Net Profits are sufficient to make such allocation;

                           (b) Second,  pro rata, (i) to Point West in an amount
         equal to the sum of the Point West Secondary  Preferred Return plus any
         Point West Secondary Carryforwards;  provided that, if the Company does
                                              --------
         not have sufficient Net Profits in a given year to make such allocation
         in full, then any shortfall (the "Point West Secondary  Carryforwards")
                                           -----------------------------------
         shall be carried forward indefinitely to the next taxable year or years
         in which Net Profits are  sufficient to make such  allocation,  (ii) to
         the Isard IRA in an  amount  equal to the sum of the Isard IRA  Primary
         Preferred  Return plus any Isard IRA  Carryforwards;  provided that, if
                                                               ---------
         the  Company  does not have  sufficient  Net Profits in a
                                       4

<PAGE>


         given year to make such  allocation in full,  then any  shortfall  (the
         "Isard IRA Carryforwards") shall be carried forward indefinitely to the
          -----------------------

         next taxable year or years in which Net Profits are  sufficient to make
         such  allocation,  and (iii) to Isard in an amount  equal to the sum of
         the  Isard  Primary  Preferred  Return  plus any  Isard  Carryforwards;
         provided that, if the Company does not have sufficient Net Profits in a
         --------
         given year to make such  allocation in full,  then any  shortfall  (the
         "Isard  Carryforwards")  shall be carried  forward  indefinitely to the
          --------------------
         next taxable year or years in which Net Profits are  sufficient to make
         such allocation;


                           (c) Third,  pro rata,  (i) to Point West in an amount
         equal to the Point West Tertiary  Preferred  Return;  provided that, if
                                                               ---------
         the  Company  does not have  sufficient  Net Profits in a given year to
         make such allocation,  then any shortfall shall not be carried forward,
         (ii) to the  Isard IRA in an  amount  equal to the Isard IRA  Secondary
         Preferred  Return;   provided  that,  if  the  Company  does  not  have
                              --------
         sufficient  Net Profits in a given year to make such  allocation,  then
         any shortfall  shall not be carried  forward,  and (iii) to Isard in an
         amount equal to the Isard Secondary Preferred Return; provided that, if
                                                               --------
         the  Company  does not have  sufficient  Net Profits in a given year to
         make such allocation, then any shortfall shall not be carried forward;

                           (d)  Fourth,  to Point  West to the extent of any Net
         Losses allocated to Point West pursuant to Section 6.1.1(b);

                           (e)  Fifth,  pro  rata,  (i) to the  Isard IRA to the
         extent of any Net Losses allocated to the Isard IRA pursuant to Section
         6.1.1(c) and (ii) to Isard to the extent of any Net Losses allocated to
         Isard pursuant to Section 6.1.1(c); and

                           (e)  Sixth, to the Members in accordance with their
         respective Membership Interests.

                                    * * * * *

                  6.5      Distributions by the Company.   Subject to applicable
                           ----------------------------
         law and any  limitations  contained  elsewhere   in   this   Agreement,
         distributions  of cash or other assets of the Company  shall be made in
         the following order of priority:

                           6.5.1   first, to Point West in an amount  sufficient
         to reduce the Adjusted Capital  Contribution  to $3,000,000;

                           6.5.2  second,  pro  rata,  (i) to  Point  West in an
         amount sufficient to reduce the Adjusted Capital  Contribution to zero,
         (ii) to the Isard IRA in an amount  sufficient  to reduce the  Adjusted
         Isard IRA Capital Contribution to zero, and (iii) to Isard in an amount
         sufficient to reduce the Adjusted Isard Capital  Contribution  to zero;
         and

                           6.5.3 third,  to the Members in accordance with their
         Membership Interests.

                  Notwithstanding  the foregoing,  to the extent that cash would
         be available for  distribution  hereunder,  the Company shall first (i)
         advance to each Member an amount (a "Tax Advance")  sufficient to cover
                                              -----------
         the  estimated  federal and state  taxes of such  Member  (based on the
         combined maximum  effective  federal and state income tax rates then in
         effect for each such Member)  resulting from  estimated  allocations of
         Net  Profits to such

                                       5

<PAGE>


         Member  for  prior  quarters  and for  which no prior  Tax  Advance  or
         distribution  has been  made  and (ii)  upon  filing  of the  Company's
         federal and state tax returns for a Fiscal Year,  distribute  an amount
         to each  Member at least equal to the amount of such  Member's  federal
         and state taxes (based on the combined  maximum  effective  federal and
         state  income tax rates then in effect for each such Member) on the Net
         Profits  actually  allocated  to such  Member  for  such  Fiscal  Year,
         computed  taking  into  account  any prior  allocations  of Net  Losses
         available to offset such income and other  distributions to such Member
         in such  Fiscal Year and each Member  shall repay any  outstanding  Tax
         Advances related to such Fiscal Year.

                  All  distributions  shall  be made  only to the  Persons  who,
         according to the books and records of the  Company,  are the holders of
         record  of  the   Membership   Interests   in  respect  of  which  such
         distributions are made on the actual date of distribution.  Neither the
         Company  nor  any  Member   shall  incur  any   liability   for  making
         distributions in accordance with this Section 6.5.

         (e)  Amendment  of  Section  7.6.1.  Section  7.6.1  of  the  Operating
              -----------------------------
Agreement  is hereby  amended by deleting  the word  "Specified"  from the first
sentence thereof.

         (f) Amendment of Section 8.3. Section 8.3 of the Operating Agreement is
             ------------------------
hereby  deleted in its  entirety and a new Section 8.3  substituted  therefor as
follows:

                  8.2 Reports.  The Company shall provide to the Members reports
                      -------
         concerning  the  financial  condition  and results of  operation of the
         Company and the Members' Capital Accounts within ninety (90) days after
         the end of each  fiscal year and interim  operating  reports  detailing
         changes to each Member's Capital Account  (expressed in Capital Account
         Units) at least quarterly.

         (g) Amendment of Schedule I.  Schedule I to the Operating  Agreement is
             -----------------------
hereby deleted in its entirety and a new Schedule I substituted  therefor in the
form attached hereto.

Section 4.        Admission of Isard IRA as Member; Effectiveness of Agreement.
                  ------------------------------------------------------------

         (a) Consent to Admission of Isard IRA as a Member.  Each of Point West,
             ---------------------------------------------
McDermitt  and Isard,  collectively  being  Members  holding  100% of the Voting
Interests prior to the  effectiveness of this Agreement,  hereby consents to the
admission of the Isard IRA as a Member without a voting interest  subject to the
satisfaction of all of the conditions set forth in Section 4(b) hereof.

         (b)  Effectiveness of Agreement.  This Agreement shall become effective
              --------------------------
on and as of the date on which all of the following  conditions  shall have been
satisfied (the "Effective Date"):
                --------------

                  (i) each of Point West, McDermitt,  Isard, the Company and the
Isard IRA shall have  executed,  and delivered to the Company,  a counterpart of
this Agreement; and

                  (ii) the Isard IRA shall  have made the  Capital  Contribution
required by Section 3.1.3(a) of the Operating Agreement (as amended hereby); and

                  (iii) Isard shall have made the Capital Contribution  required
by Section 3.1.3(b) of the Operating Agreement (as amended hereby).

                                       6

<PAGE>


Section 5.        Certain Representations, Warranties and Covenants.
                  -----------------------

         (a)      Representations and Warranties of the Isard IRA.
                  -----------------------------------------------


                  (i) The Isard IRA makes, on and as of the Effective Date, each
of the representations  and warranties  contained in Article 11 of the Operating
Agreement to and for the benefit of the Company and each of its Members.

                  (ii) The  Isard IRA  represents  and  warrants  to and for the
benefit of the Company and each of its Members that the acquisition by the Isard
IRA of a  Membership  Interest in the Company  pursuant to the terms hereof does
not violate any of the provisions of the Operating Agreement, including, without
limitation, Sections 7.1 or 7.2 thereof.

         (b)      Covenants of the Isard IRA and Isard.
                  ------------------------------------

                  (i) The  Isard  IRA  hereby  agrees  that,  from and after the
Effective  Date, it shall be bound as a "Member" to all of the provisions of the
Operating Agreement (as amended hereby).

                  (ii)  Each of Isard  and the Isard  IRA  hereby  agrees  that,
notwithstanding anything to the contrary contained in the Operating Agreement or
this   Agreement,   each  such   Person   hereby:   (A)  waives  any  rights  of
indemnification,  reimbursement  or offset that might otherwise accrue regarding
any conflict of interest,  prohibited  transaction or prohibited transaction tax
in connection with the making or maintaining of any  investment(s)  by the Isard
IRA in the Company;  and (B) agrees to indemnify  and hold  harmless the Company
and each of its other Members from and against all claims, damages, liabilities,
losses,  expenses (including  reasonable  attorneys= fees and expenses and other
costs and  expenses  incurred in defending  any action,  suit,  or  proceeding),
judgments,  fines,  and amounts  paid in  settlement  actually  incurred by such
Person in connection with the making or maintaining of any  investment(s) by the
Isard IRA in the Company.

Section 6.        General Provisions.
                  ------------------

         (a) Further Assurances.  Each party to this Agreement shall perform any
             ------------------
further  acts and  execute  and deliver  any  additional  documents  that may be
reasonably necessary to carry out the provisions of this Agreement.

         (b)  Authority  of  Persons  Signing   Agreement.   Each  party  hereto
              -------------------------------------------
represents  and warrants to the others that it is duly  authorized to enter into
this  Agreement and that the Agreement is valid,  binding and  enforceable as to
it. If a party hereto is not a natural person, neither the Company nor any other
party hereto will:  (a) be required to determine the authority of the individual
signing this  Agreement to make any  commitment or undertaking on behalf of such
Person or to determine  any fact or  circumstance  bearing upon the existence of
the authority of such  individual;  or (b) be responsible for the application or
distribution of proceeds paid or credited to individuals  signing this Agreement
on behalf of such Person.

         (c)  Parties in  Interest.  Except as  expressly  provided  in the Act,
              --------------------
nothing in this Agreement shall confer any rights or remedies under or by reason
of this  Agreement  on any Persons  other than the Members and their  respective
successors and assigns nor shall anything in this Agreement relieve or discharge
the obligation or liability of any other Person to any party to this  Agreement,
nor shall any provision give any other Person any right of subrogation or action
over or against any party to this Agreement.

                                       7

<PAGE>


         (d) Amendment of the Operating  Agreement.  Except as expressly amended
             -------------------------------------
and modified hereby, the Operating  Agreement shall remain unchanged and in full
force and effect.

         (e)  Severability  of Provisions.  If any one or more of the provisions
              ---------------------------
contained in this Agreement is held to be invalid,  illegal, or unenforceable in
any respect,  then such provision(s)  shall be ineffective only to the extent of
such prohibition or invalidity,  and the validity,  legality, and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.

         (f) Successors and Assigns.  Subject to the provisions of the Operating
             ----------------------
Agreement,  this Agreement shall be binding on and shall inure to the benefit of
the  parties  hereto  and  their  respective   heirs,   legal   representatives,
successors, and assigns.

         (g)  Counterparts.  This  Agreement  may be  signed  in any  number  of
              ------------
counterparts, each of which shall be an original, with the same effect as if all
signatures  were upon the same  instrument.  Delivery  of an  original  executed
counterpart of the signature page to this  Agreement by  telefacsimile  shall be
effective as manual  delivery of an original  executed  original  counterpart of
this Agreement,  and any party delivering such an original executed  counterpart
of the  signature  page to this  Agreement by  telefacsimile  to any other party
shall thereafter also promptly deliver an original executed  counterpart of this
Agreement to such other party by mail or personal  delivery,  provided  that the
failure to so deliver such original  executed  counterpart  shall not affect the
validity, enforceability, or binding effect of this Agreement.

         (h) Legal Counsel and Representation;  Accountants. Each of the parties
             ----------------------------------------------
hereto have agreed to the preparation of this Agreement by Giancarlo & Gnazzo, A
Professional   Corporation,   counsel   for   Point   West   and  the   Company,
notwithstanding  any conflict of interest(s) that may exist between or among any
of the other parties  hereto or the Company.  Each of the parties hereto further
acknowledges  that such Person has been advised to seek advice of such  Person's
own independent  counsel regarding the transactions  contemplated herein and has
either done so or  voluntarily  and  knowingly  elected not to seek such advice.
Each such  Person  (including,  without  limitation,  Isard  and the Isard  IRA)
further  acknowledges that this Agreement and any other  agreements,  documents,
and instruments  referenced herein may have tax consequences for such Person and
that such Person has been advised to seek advice of  independent  accountants or
other tax advisors as to such matters and has either done so or voluntarily  and
knowingly elected not to seek such advice.

         (i)  Ambiguities.  The parties have  carefully read all of the terms of
              -----------
this  Agreement  and all of the  agreements  attached  hereto  and  have  had an
opportunity to ask questions  regarding the language used therein and to suggest
changes  thereto.  Therefore,  the parties waive any rule of  construction  that
ambiguities are to be construed more harshly against any party as drafter.

         (j)      Arbitration;  Governing Law. THIS  AGREEMENT  SHALL IN
                  ---------------------------
ALL RESPECTS BE SUBJECT TO SECTIONS  12.16  (ARBITRATION)  AND 12.17 (GOVERNING
LAW) OF THE OPERATING AGREEMENT.


                     Document continues with signature page.

                                       8

<PAGE>


         IN WITNESS  WHEREOF,  all of the Members of the Company  have  executed
this Agreement as of the date first written above.

                                            POINT WEST CAPITAL CORPORATION

                                            By:     /s/ Alan B. Perper
                                            --------------------------------
                                            Name:   Alan B. Perper
                                            Title:  President


                                            By:     /s/ Michael W. McDermitt
                                            --------------------------------
                                            MICHAEL W. McDERMITT, an individual


                                            By:     /s/ Daniel M. Isard
                                            --------------------------------
                                            DANIEL M. ISARD, an individual


ACKNOWLEDGED AND AGREED:

ALLEGIANCE CAPITAL, LLC

By:      Point West Capital Corporation
Title:   Manager

By:     /s/ Alan B. Perper
--------------------------------
              Name:   Alan B. Perper
              Title:  President

RESOURCES TRUST, INC. CUSTODIAN FBO DANIEL M. ISARD

By: /s/ Elaine L Bates
--------------------------------
Name:   Elaine L Bates
Title:  Investment Processing
        Representative


<PAGE>


                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT
                  ---------------------------------------------
                           OF ALLEGIANCE CAPITAL, LLC
                           --------------------------

                                   SCHEDULE I
                                   ==========

Member Information                                  Member's Percentage Interest
==================                                  ============================

Point West Capital Corporation                               65.00%
         1700 Montgomery Street, Suite 250
         San Francisco, CA  94111
         Attn:  Alan B. Perper

         TIN: 94-3165263
         Telephone Number:  (415) 394-9467
         Facsimile Number:  (415) 394-9471

Michael W. McDermitt                                         13.50%
         c/o Allegiance Capital, LLC
         1700 Montgomery Street, Suite 250
         San Francisco, CA  94111

         SSN: ###-##-####
         Telephone Number:  (415) 394-5180
         Facsimile Number:  (415) 394-9471

Daniel M. Isard                                              21.49%
         c/o Foresight Analysts, Inc.
         5353 N. 16th Street, Suite 370
         Phoenix, AZ  85016

         SSN: ###-##-####
         Telephone Number:  (602) 274-6464
         Facsimile Number:  (602) 277-6722

         with a copy to:
         Renee Gerstman, Esq.
         Gerstman & Associates, PC
         5353 N.  16th Street, Suite  320
         Phoenix, AZ 85016
         Facsimile Number: 602-265-9415

Resources Trust Co. Custodian FBO Daniel M. Isard IRA        00.01%
         Account # I 153445562
         8051 East Maplewood Avenue
         Englewood, CO 80111

         TIN:  133155066
         Telephone Number:  (800) 525-9054, ext. 6218
         Telefacsimile Number:  (303) 771-3731